By-Laws of the Bayview Community Center Foundation, Inc.

Approved–February 2, 2000, Ammended [sic] Sept. 19, 2007

ARTICLE I
NAME

The name of this Non-Profit Organization shall be Bayview Community Center Foundation, Inc., hereinafter referred to as the Corporation.

Said Corporation is located within the area of the Bayview Community, with its headquarters in Bayview, Idaho.

Facilities include a building and gardens located about 1/2 mile north of Highway 54 on the south side of Perimeter Road. These facilities are located on a 208.7 foot square parcel of land, known as Parcel B-0000-034-5400/5415 in the NE quarter of the NW quarter of the SW quarter of Section 34, Township 54 North, Range 2 West B.M., in Kootenai County, State of Idaho.

ARTICLE II
PURPOSE

The purposes for which this Corporation is formed are:

SECTION 1. To promote the health and safety of residents in the area, including participation in such national programs as food bank, surplus commodities and charitable projects. Programs, services and activities will be administered in harmony with the National interests and in a non-discriminating fashion regarding race, color, creed or sex.

SECTION 2. To enhance educational and cultural opportunities in the Bayview Area. To promote fact-finding and analysis of such issues and disseminate the results of such studies.

SECTION 3. To encourage greater participation in community and civic affairs and provide for the exercise of these opportunities.

SECTION 4. To prepare, submit and administer grant proposals to appropriate sources, including but not limited to private foundations, local, state or federal governmental organizations and individual charities.

SECTION 5. To build, maintain and operate a community center facility for the advancement of the purposes of this corporation.

ARTICLE III
COMPOSITION AND MANAGEMENT

SECTION 1. Membership is open to all residents of the Bayview Area without regard for race, creed, sex, color or social standing. It is limited to adult residents (over the age of 18 years) who reside (or work) within a 6-mile radius of the Community Center Building. For the purpose of defining the membership, it will include all individuals who sign the membership book each calendar year.

SECTION 2. Management of the Corporation is vested in its Board of Directors.

SECTION 3. There will be an annual meeting in the Bayview Area in September of each year to review the finances, activities and accomplishments of the Corporation.

SECTION 4. The Board of Directors shall elect its own officers for the conduct of the Corporation’s business.

SECTION 5. A board member will serve three-year terms with the first year’s election providing for staggered terms so that no more than two directors will be elected in a single year.

SECTION 6. A vacancy occurring on the Board of Directors will be filled by appointment until the next annual meeting when a member will be elected to fill the unexpired term of the vacant position.

SECTION 7. There will be three categories of financial contributors, as indicated below. Membership does not require any financial contribution. Benefactors shall enjoy the privilege to have 2 Center rentals at 50% reduction in fee per year.
A.     Lifetime Benefactors — These shall be defined as individuals or couples who have completed pledges of $1,000, or more.
B.     Major Benefactors — These shall be defined as individuals or couples who donate at least $100 in any calendar year.
C.     Annual Contributors — These shall be defined as individuals or couples who donate at least $20 per year.

SECTION 8. Charter Members are defined as those individuals and couples who made multiyear pledges, during the initial period of pledge collection, and paid those pledges for at least 5 years. Individuals who worked 40 hours or more, during construction of the Center building, are also defined as Charter Members. Charter Members have the same privileges as Benefactors, defined above.

ARTICLE IV
OFFICERS

SECTION 1. The officers of the Corporation shall be Chairman, Vice-Chairman, Secretary, and Treasurer.

SECTION 2. Duties of Officers (note: Reference to officers as he or him, etc., does not imply male gender exclusively).
A.     Chairman The Chairman shall preside at meeting and shall schedule meetings and help prepare the agenda for the meetings. He shall appoint all necessary committees giving all members the opportunity to become involved in committee organizations and duties.
B.     Vice-Chairman The Vice-Chairman shall perform all the duties and exercise all the powers of the Chairman in the event of the absence or disability of the Chairman. He shall perform all duties assigned him by the Chairman.
C.     Secretary The Secretary shall be responsible for recording the minutes of the Annual Meeting, and all Board Meetings, reading these minutes when requested by the Chairman. A separate log will be maintained of all resolutions passed. He shall also be responsible for all correspondence, keeping the other officers informed of any matters pending.
D.     Treasurer The Treasurer shall be responsible for the collection and disbursement of the funds of the Corporation, and for maintaining all financial records. He shall give a financial report at each meeting, or when requested by the Chairman, and he shall keep the other officers informed of all pending financial matters.

Section 3. Nominations for membership on the Board of Directors will be accepted from the membership-at-large at the annual meeting.

Section 4. Election shall be by majority ballot and the candidate must receive over 50% of the votes cast.

Section 5. The Corporation shall provide for proxy votes at the annual meeting. Such proxies will be issued by the Secretary upon request from a member in good standing. Requests must be submitted at least seven days prior to the annual meeting.

ARTICLE V
COMMITTEES

The Chairman of the Board is empowered to appoint appropriate committees which may include persons other than the Board members.

ARTICLE VI
NON-DISCRIMINATION

There shall be no discrimination on the basis of race, color, creed, sex or social standing with regard to hiring, assignment, promotion or other conditions of staff employment.

ARTICLE VII
AMENDMENTS

These By-Laws may be amended, revised or repealed by a two-thirds (2/3) vote of those present at any regular or special meeting, providing that any proposed change shall have been introduced at a prior regular meeting.

ARTICLE VIII

In the event this Corporation should ever be dissolved, all our Real Property (if any), and all assets will revert to the Bayview Chamber of Commerce, after paying all bills.

ARTICLE IX
MEMORIAL WALL ENDOWMENT

1. That a Memorial Wall Endowment be established as a line item under the Bayview community [sic] Center Foundation “Cash Assets” accounting system.

2. That all monies generated through the sale of wall name plates and memorial donations be deposited into a savings account labeled, Memorial Wall Endowment.

3. That all monies generated in the Memorial Wall Endowment remain as principal and never be used for any purpose other than generating interest.

4. That all interest monies so generated by the endowment only be used to defray expenses associated with the Memorial Garden (e.g., weeding, structures, engraving, and replacement plants, shrubs, etc.)

5. That administrative oversight for the Memorial Wall Endowment be assigned to the Bayview Community Center Board of Directors.

6. That the continuation of a. [sic] Memorial Wall Committee follow the guidelines and practices outlined September 27, 2000. See attached copy.

ARTICLE X
FINANCIAL POLICY

1. That an Annual Budget shall be maintained by the Board of Directors (Board).
1.1. The Treasurer shall prepare the Budget for adoption by the Board at the December Board meeting.
1.2. The Budget shall be based on a fiscal year starting January 1 and ending December 31.
1.3. The budget shall only include items directly associated with the operation and maintenance of the Community Center Facilities. Contributions to outside individuals, organizations and groups shall be prohibited.

2. That Operating Accounts shall be established and managed by the Board of Directors (Board) to cover all income and expenses.
2.1. A minimum of one year of operating expenses shall be in the Operating Accounts on January 1. Surplus funds shall be transferred to the Capital Funds Account.
2.2. The funds shall be held in accounts at a local bank.
2.3. The Treasurer and, at least, [sic] one other Board member shall have authority to write checks on the accounts. Checks over $500 shall have two signatures.

3. That a Capital Funds Account shall be established and managed by the Board of Directors (Board) to cover major emergencies (e.g. wind, water and snow damage) and major building maintenance (e.g. roofing, siding, HVAC and floor covering repair or replacement).
3.1. A minimum of 10% of the full replacement value of the Center building and other structures as established by the Insurance Carrier shall be maintained in the account.
3.2. The funds shall be invested in FDIC insured CD’s or money market at a local bank. All income from the investments shall be reinvested into the account.
3.3. The Treasurer and, as a minimum, one other Board member shall have authority to manage the funds in the account. Two signatures are required for all transactions.
3.4. The Capital Funds Account may be drawn down below the minimum for an emergency only. However, the Board shall conduct a special fundraising program to return the account to the minimum within 6 months of the event.
3.5. Funds in excess of the minimum may be withdrawn and combined with grants or other single purpose fundraising programs to perform major building maintenance only.
3.6. Funds form the account cannot be used to pay for Board Sponsored activities or events, nor can they be used as contributions to activities or events sponsored by other organizations or groups using the Community Center facilities.

4. That the Board of Directors (Board) shall prepare and administer a Policy on User Fees and a Rental Rate Schedule. The Rental Rate Schedule shall be based on and run concurrent with the Annual Budget for operating expenses.

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