Join us Friday, April 28, 1–3pm at the Center, for the Members Annual Meeting.
The Annual Membership Meeting is at the Vashon Senior Center (C)
Program Overview
Join us Friday, April 28, 1–3pm at the Center, for the Members Annual Meeting.
Event/Activity Details
Masks are required. In an effort to bring increased efficiency to the annual meeting and Board of Directors meetings, we ask that written notice of the matters motions be submitted to the Secretary of the Board at least 10 days prior to the meeting at board@vashoncenter.org. These will be distributed to the Board of Directors and members in attendance prior to the start of the meeting. For the Annual Meeting, the deadline for submission is April 18.
Please RSVP to board@vashoncenter.org or by phone at (206) 463-5173. Your response will help us plan. If we reach a certain number of attendees, members will receive priority seating. We may also move to a larger location if necessary. Deadline to become a Member with voting rights at the Annual Meeting is Monday, April 24.
Below are the Amendments Members will be voting on at the Annual Meeting. Members may vote in person, by e-mail, by mail, or by written proxy submitted to the Board Secretary at board@vashoncenter.org. Members may attend general meetings remotely. However, those attending by remote means must submit votes in writing (via email, mail or written proxy) to the Board Secretary prior to the Annual Meeting.
AMENDMENTS
Proposed changes to Vashon Senior Center bylaws will be up for vote at the annual meeting on April 28. They are as follows:
VOTE #1 voted on en block. Changes are in bold or red.
Article Two: PURPOSE
The mission of the organization is to enrich the lives of older adults. We envision a meaningful and joyful life for every older adult on Vashon-Maury Island.
Adding the word "older" brings this in line with the Center's stated mission.
Article Four: MEMBERSHIP MEETINGS
The membership shall hold an annual meeting in April. Other meetings of the general membership may be held at the request of five members of the Board or by petition to the board of directors of no less than ten (10) members from the general membership. Twenty (20) days notice must be given for all general membership meetings. Ten percent of the membership constitutes a quorum. Members may vote in person, by e-mail, by mail, or by written proxy. Members may attend general meetings remotely. However, those attending by remote means, must submit votes in writing (e-mail, mail or written proxy submitted to the secretary of the board before the meeting
Adding this change clarifies the issue of proxies at Membership Meetings consistent with Robert's Rules of Order.
Article Six: BOARD OF DIRECTORS
A. Duties:
1) Carry out the mission of Vashon-Maury Senior Services and establish policy
2) Elect officers
3) Review and set membership fees annually.
4) Review and approve the annual budget
5) Review and approve the internal annual audit of the Fiscal Oversight Committee.
6) The annual report to the State of Washington will be the responsibility of the Executive Director with assistance from the Treasurer.
Removing the word "annually" because it is unnecessary.
Article Seven: OFFICERS/ EXECUTIVE DIRECTOR
B. Duties:
3) Secretary: The Secretary shall enter all resolutions and proceedings of all meetings in the records; shall handle all correspondence of the Board; shall receive proxy votes; and maintain all archival records.
Clarifies that the Board Secretary shall receive proxy votes.
VOTE #2 is an amendment of Article Three. The proposed changes in red below clarify existing policies regarding Membership and non-Member participants and align the bylaws with Washington State non-profit law.
Article Three: Membership[i]
1. Anyone who wishes to support Vashon-Maury Senior Services by becoming a member shall do so by paying annual dues in an amount set forth by the Board of Directors. Participation in Vashon Senior Center events does not require membership.
2. Members Rights[ii]- Persons who meet the definition of members have the rights to vote. These voting rights include the right to elect members of the board, to vote on articles of incorporation and bylaw amendments proposed by the Board of Directors[iii], and fundamental transactions such as mergers and dissolution. NO other rights have been instituted or implied[iv].
[i] RCW 24.03A.010 (45) “Member”
[ii] RCW 24.03A.340 Rights and Obligations
[iii] RCW 24.03A.340 Rights and Obligations
[iv] Ibid. (2) A member shall not have the right to vote on any matter unless the articles, the bylaws, or RCW 24.03A.450 (1) provides expressly that the class of members to which that member belongs has the right to vote on that particular matter.
Vote #3 is an amendment of Article Six ,A. 6., E. and F. The proposed changes to Article Six, A.,6., E. & F. in red below are explained as follows:
A. Duties: (6) This change allows for the Board to review the annual report to the State of Washington, rather than limit current responsibility solely to the Treasurer and Executive Director.
E. Vacancies. This change makes the criteria for filling vacancies clear and more specific.
F. Removal. This addition allows for the removal of a Board Member by the Board.
Article Six: BOARD OF DIRECTORS
A. Duties:
1)Carry out the mission of Vashon-Maury Senior Services and establish policy
2) Elect officers
3) Review and set membership fees
4) Review and approve the annual budget
5) Review and approve the internal annual audit of the Fiscal Oversight Committee.
6) The annual report to the State of Washington will be the responsibility of the Executive Director with assistance from the Treasurer and may be submitted for review by the board.
E. Vacancies: Unexpired terms on the Board may be filled through recommendation of the Nominating Committee and approval by the Board. After completing the unexpired term, the person may run for a three-year term of office. Officer vacancies may be filled on the recommendation of an ad hoc committee consisting of three (3) current Board members, one (1) of whom should be an officer and approval by the board.
F. Removal: A Board member may be removed by a majority of the Board for cause such as conflict of interest, unethical behavior, obstruction, attendance problems, or violations of the Center's Standards of Conduct.
(Current F-H, “Meetings, Quorum and Board Member Acceptance of Responsibility” will be re-numbered as G-I due to the addition of “F. Removal”).
VOTE #4 is an amendment to Article Seven, B. 3 and 4. And D. The proposed change to Article Seven, B. 3. clarifies that the Secretary of the Board receives proxy votes. The changes to B. 4. and D. clarify that annual reports required under Washington State non-profit law and granting agencies are the responsibility of the Executive Director with assistance from the Treasurer.
Article Seven: OFFICERS/ EXECUTIVE DIRECTOR
B. Duties:
3) Secretary: The Secretary shall enter all resolutions and proceedings of all meetings in the records; shall handle all correspondence of the Board; shall receive proxy votes; and maintain all archival records.
4) Treasurer: The Treasurer shall chair the Fiscal Oversight Committee; shall regularly report on the financial condition of VSC to the Board; shall assist in the preparation of an annual internal audit; shall review the annual budget prepared by the Executive Director and recommend its approval by the Board; and shall perform other duties as may be assigned by the Board. The annual report to the State of Washington, Washington State Charities form will be the responsibility of the Executive Director with assistance from the Treasurer.
D. Executive Director: The Executive Director will be responsible for Vashon-Maury Senior Service's day-to-day operations, shall prepare and present a draft annual budget for Board review and approval, will work with the Board to develop annual goals, implement Board policy, and may attend any Board committee meeting as a non-voting member. The annual report to the State of Washington, Washington State Charities form and other granting agency forms will be the responsibility of the Executive Director with assistance from the Treasurer. The Executive Director shall report to the Board of Directors, and the President of the Board of Directors will serve as a liaison to the board as set forth in policy. The Executive Director shall oversee all other Vashon-Maury Senior Services employees.