PROPOSED AMENDMENT TO FICRA BUILDING TRUST BYLAWS – Presented for Vote on June 13, 2019

FICRA BUILDING TRUST BYLAWS
Amended and Restated June 13, 2019

Article I
NAME

The name of this organization shall be the FICRA BUILDING TRUST, hereinafter referred to as the Trust.

Article II
PURPOSE

The purpose of the Trust is to preserve and maintain the historic schoolhouse, now known as the Nichols Community Center, and all other Trust properties on Fox Island, support educational activities and programs, award educational scholarships, and support the activities of local non-profit organizations.

The Trust is designated by the Internal Revenue Service as a 501(c)(3) tax exempt organization. The Trust acknowledges that individual donations, as of this writing, may be deductible on the donor’s individual income taxes. The Trust shall not engage in any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code or (b) by a corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.

Article III
ADDRESSES

Mailing: P.O. Box 25, Fox Island, WA 98333
Nichols Community Center: 690 9th Avenue, Fox Island, WA 98333
Fox Island Nature Center: Parcel 0120012021 located at 716 9th Avenue, Fox Island, WA 98333

Article IV
MEMBERSHIP

Voting members shall consist of those persons who have contributed to the Trust, also referred to herein as Trust members.

Article V
BOARD OF DIRECTORS

The management of all the affairs, property, and interests of the corporation shall be vested in a Board of Directors comprised of five (5) positions. The Board of Directors will have four officer positions: President, Vice-President, Secretary, and Treasurer and one Director position. A person must have contributed to the Trust to be eligible to be a member of the Board of Directors, also referred to herein as Board members.
The Board of Directors shall appoint a President, Vice-President, Secretary and Treasurer. Board members not holding officer positions will be addressed as directors. Any two officer positions may be held by the same person. Quorum at all Board meetings shall consist of a majority of the occupied Board positions. Votes by the Board will be by simple majority to pass unless otherwise stipulated herein.

Duties of Directors and Officers

All Board members shall attend Board meetings, member meetings, and any other meetings requiring their presence.

All Board members enjoy equal voting rights.

Board members shall provide assistance to the officers in the form of guidance and input.

The President shall preside at all meetings of the Trust and the Board of Directors and perform all other duties as are usually part of the office of the President.

The Vice President shall perform the President’s duties in the President’s absence.

The Secretary shall take, and keep a record of, the minutes of all Trust meetings and conduct correspondence on behalf of the Trust. The Secretary shall be the custodian of the files containing past minutes and all other communications. The Secretary shall make a copy of the minutes available at the appropriate meetings. If the Secretary is unable to attend a meeting at which the Secretary has required responsibilities, the incumbent shall provide an alternate, who shall be a member of the Trust, to fulfill the incumbent’s duties.

The Treasurer shall receive and account for all funds and make financial reports at appropriate meetings. If the Treasurer is unable to attend a meeting at which the Treasurer has required responsibilities, the incumbent shall provide an alternate, who shall be a member of the Trust, to fulfill the incumbent’s duties. The Treasurer shall be the custodian of the files containing past Treasurer’s reports, membership records, and all other information/communication concerning the Treasurer’s duties. The Treasurer shall be the chair of the Finance Committee.

Any Board member who misses three consecutive meetings requiring their presence without being excused by a majority approval of the Board members attending each of those meetings shall be subsequently removed from office by a simple majority vote of the other Board members occupying Board positions.

Article VI
COMMITTEES

All committees are recommending bodies to the Board of Directors.

A. Standing Committees

Standing committees shall be appointed by the Board of Directors by unanimous vote unless otherwise directed herein. Standing committee members shall be Trust members.

The chairperson of a standing committee shall be appointed by the Committee members unless otherwise directed herein.

The standing committees shall be:

  1. Finance (see Article VIII)
  2. Building & Grounds (recommends/manages major maintenance/capital projects)
  3. Nature Center (manages the Nature Center facility)
  4. Citizens’ Patrol (manages the Citizens’ Patrol programs)
  5. Audit (conducts annual audits & reports findings to Finance & Board)
  6. Nominating (see Article VII)
  7. Emergency Preparedness (develops the Trust’s role in emergency preparation and response for Fox Island)
  8. Fox Island Amateur Radio Club (FIARC has a Document of Organization)

The Audit Committee shall conduct in-house audits of the Trust’s financial condition at the discretion of the Board of Directors. The audit committee shall have at least three persons that are Trust members, and only one of those persons may be a member of the Board of Directors. The Audit Committee shall select its chairperson.

The Nominating Committee shall have at least three members, only one of which shall be a Board member.

B. Special Committees

Special Committees shall be created by the Board of Directors by unanimous vote. Such a committee shall be given a specific purpose and shall be disbanded when that purpose has been met. Special Committee member appointees shall be Trust members and serve for the one-time assignment given that committee.

Article VII
ELECTIONS

Election of the Board of Directors shall be held at the Annual Meeting (the second Thursday in April or a date as determined and properly noticed by the Board of Directors). A simple majority of the Trust members present shall be required for election. Directors shall be elected to a one-year term.

The Nominating Committee shall have the slate of nominees presented to the Board at the regular meeting preceding the election meeting. Only Trust members shall be considered for election to the Board.

The Nominating Committee will conduct the election process in its entirety. Nominations for Board of Director positions shall also be accepted from the floor by Trust members at the election meeting. Only Trust members shall be considered for election to the Board.

In the event of a vacancy on the Board of Directors for any reason, the remaining Board members shall select, by majority vote, a replacement from the Trust membership to serve until the next election. The Board may also choose to leave the position vacant until the next annual meeting and election, or until a special meeting is convened by the Board for that purpose.

Article VIII
FINANCE & BUDGET

The Trust’s fiscal year shall be January 1 through December 31.

The chair of the Finance Committee shall be the Treasurer. The Finance Committee shall submit a budget to the Board of Directors no later than the January Board meeting. The Board of Directors shall be responsible for approving a budget and reporting same at the February Board meeting.

The Finance Committee shall recommend any changes in rental rates for the Trust’s facilities to the Board of Directors. The Board of Directors shall establish, by majority vote, any changes in the rental rates.

The Board of Directors shall appoint a rental coordinator who shall have the responsibility for all communication and follow-up with prospective renters, and renters, of the Trust’s facilities. The Board of Directors shall, by simple majority vote, determine if, and how much, the rental coordinator will be compensated for the rental coordinator duties.

Article IX
MEETINGS

The Annual Meeting shall be held at the Nichols Community Center (unless appropriately noticed otherwise) and shall be open to the public.

Regular Board meetings shall be held at the Nichols Community Center on the second Thursday of each month (unless proper notice indicates otherwise) and shall be open to the public. The quorum for director voting is greater than 50% of the occupied Board positions.

Regular Board meetings may be moved from the second Thursday of the month by the Board of Directors with at least one week prior notification to the membership. Notification shall be considered proper if posted on the FICRA web site, and posted on the Fox Island bridge sign maintained by FICRA.

Special meetings of the Board may be called by any member of the Board. If a vote by the Board is to be taken at a Special Board Meeting the meeting must have at least one week prior member notification and meet quorum requirements (greater than 50% of the occupied Board positions). Minutes of such meetings will be made available to the members except in the case of Executive Sessions which are to be used only for personnel matters.

Special Membership Meetings may be held when matters arise that concern the community at large. Such meetings shall be called by the Board of Directors and shall have notification as required by RCW 24.03.080, or as amended. Minutes of such meetings shall be made available to the members.

Meetings will comply with the Revised Code of Washington unless specifically addressed herein.

Meetings will be guided by Roberts Rules of Order where there is no guidance contained herein. The Board shall have discretion in managing the time of presentations, requirements for placing an item on the agenda, and any other functions that impact the length of a meeting. The board will be diligent in allowing input from Trust members.

Article X
DISPOSAL OF ASSETS

In the event of termination or dissolution of this Association, the assets shall be turned over to another Fox Island non-profit organization.

Article XI
AMENDMENTS

Proposed amendments to the Bylaws shall be recommended by the Board of Directors and presented at a properly noticed meeting 15 or more days prior to the properly noticed meeting convened for voting on the amendments. All proposed amendments and changes to proposed amendments will be posted on the various publicly available mediums controlled by the Trust and the Fox Island Community and Recreation Association (FICRA) such that the members voting on the amendments will have access to the information before the vote is conducted. A simple majority of Trust members attending the voting meeting shall be required for passage of amendments.

Article XII
COMMUNICATION

All sources of communication generated by the Trust will be managed by the Board of Directors.

Any work performed by any Board Member shall, if applicable, be deemed a work made for hire as defined under the copyright act, however modified or amended. All communication and communication systems generated and operated by the Trust will be owned by the Trust, including but not limited to email addresses, email content, domain names, promotional/advertising/marketing content and materials, website content and operational code, print media published by the Trust, and signs (“Materials”). Any Board Member hereby irrevocably assigns to the Trust all right, title and interest that Board Member may have in and to any intellectual property and/or Materials (conceived either individually or jointly), including any and all rights which arise out of Board Member’s work performed while under Board term, and Board Member will take all steps reasonably required by the Board to protect the Trust’s copyright, trademark and other intellectual property rights in and to any Materials. The Trust shall have and enjoy any and all ownership and proprietary rights in and to such Materials under all federal, state, local, and foreign intellectual property laws, including, without limitation, the Copyright Act of 1976, as amended) and all other applicable laws.

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FICRA BOARD MEETING AGENDA 4-11-19

FICRA BOARD MEETING MINUTES    April 11, 2019

Board Attendees: Miguel Martinez, Howard Stapleton, Naomi Grant, Hal Goodall. Pia Beetham, Kyle Larsen and Rob Moore are all excused.

Meeting Called to order at 7:22 pm immediately after the Ficra Trust Elections.

Meeting minutes from last month are posted. Approval to be made at the next’s months meeting secondary to tonight’s elections.

Public Comments: None President’s Report: There are many new events that are in development. Miguel is looking for persons to help with a particular event without having to join a committee.

The Easter Egg Hunt is this Saturday at 10 AM, Doors open at 9:30 am, Rennie Walker is in charge and has ordered the eggs and there will be a Bunny on site. This year times are staggering rather than having it all at the same time, starting with toddlers, and progressively adding in older age groups every 30 seconds.

Senior events are something that we have a group exploring and planning.

Lisa has a calendar of events she is ready to post on the net. The May 24, father/daughter dance, May 25, Mother /son dance 5 pm-? . Summer Solstice party is on Jun 22 Saturday 3-8 pm. Miguel with be sure to send Lisa an update. Ruthie Craft will be singing/performing at Summer Solstice.

There will be a Summer Picnic series on every Friday evening during the summer, playing yard games, and socializing.

There is a Fox Island HS grad party from 7-9pm June 30th at the NCC open to anyone who has a graduating senior. Heidi is hosting a fundraiser event for Jack Avak (survived cancer twice) and it will be a 13th birthday party for Jack. Ray reports Pierce county is hosting Kite Flying Contests Jim reports that the dance class has been a lot of fun! The dance class will suspend during summer.

Treasure’s Report: Hal Goodell BANK BALANCES: Checking: Mar 1: $25,494.67 Mar 31: Cleared Balance: $26,421.18 Money Market: Mar 1: $18,729.16 Mar 31: Cleared Balance: $18,745.07 Pay Pal: Mar 1: $1,118.51 Mar 31: Balance: $409.36 Memberships for 2018-19 total 422; many yet to be renewed. Ray compliments the membership committee: Hal, Naomi, and MIguel on a job well done.

Unfinished Business: None

Committee Reports:  None

Meeting Adjourned at 7:52 pm Next Meeting is May 9, 2019   Respectfully submitted (by Gina Olson) for Secretary Naomi Grant

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FICRA TRUST BOARD AGENDA 5-9-2019

FICRA BUILDING TRUST BOARD MEETING AGENDA
Thursday, May 9, 2019, 8:00PM
Nichols Community Center, Fox Island, Washington

2019-2020 FICRA Trust Board
Howard Stapleton President
Naomi Grant Vice President
Gina Olson Secretary
Hal Goodell Treasurer
Jim Braden Director
  1. Call to order and approval of absences
  2. Recognitions – sign in, volunteer hours
  3. Approval of April 11, 2019 Meeting Minutes
  4. President’s Report
  5. Consent Calendar
  6. Treasurer’s Report
  7. Standing Committee Reports
    1. Nature Center
    2. Finance
    3. Audit
    4. Emergency Preparedness, Citizens’ Patrol, & FIARC
    5. Building & Grounds
  8. Unfinished Business
    1. Vote on Amended and Restated Bylaws
  9. New Business
  10. Meeting Adjournment (Next meeting scheduled for Thursday, June 13, 2019)

CONSENT CALENDAR

These are items that will be approved as a package unless a Board member or person from the audience requests an item be removed and discussed in detail individually.  The President will ask for any such requests ahead of the approval.  The Board discusses what it considers to be non-controversial issues between meetings and then conducts a vote on these in the regular meeting as a package to keep the regular meetings as time-effective as possible.

  1. No Items

Printable versions of the Amended and Restated Bylaws originally posted to the website on April 7, 2019 are available for download using the links below. The documents are provided in both final and markup versions.

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FICRA TRUST ANNUAL MEETING AND ELECTION MINUTES 4-11-2019

FICRA BUILDING TRUST ANNUAL MEETING AND ELECTION MINUTES

Thursday, April 11, 2019, 7:00PM

Nominating Committee:  Jim Braden (Chair), Bill Drenik, and Jim Shockman were in attendance.

Jim Braden, Nominating Committee Chair, called the Annual Meeting/Election to order at 7:05 PM with the Pledge of Allegiance.

Jim introduced Christina Griffin, the new Nichols Community Center rental coordinator.  Christina has 4 children, has lived on Fox Island with her husband and family for the last 3 years, and has been a wedding coordinator for the Chapel on Echo Bay for the past 2 summers.

Jim provided an explanation of FICRA and the FICRA Building Trust and the election processes of each organization.

FICRA Trust Election:  The Nominating Committee presented five nominees for the 2019‑2020 Building Trust Board of Directors positions:  Howard Stapleton, Naomi Grant, Hal Goodell, Gina Olson, and Jim Braden.

Jim requested nominations from the floor three times. There were none.  A motion was made to vote all nominees into office by acclamation. The motion passed unanimously and all nominees were elected to the 2019-2020 FICRA Building Trust Board.

FICRA Trust Audit Committee:  Jennifer Beard, Joan Broughton, Tony Moore and Leslie Murphy were appointed to the Audit Committee.  All of these individuals were elected to the FICRA Audit Committee at the FICRA Annual Meeting on March 14, 2019.

There was a motion to adjourn, which was seconded and unanimously approved.

Respectfully submitted by Gina Olson and Jim Braden.

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FICRA TRUST BOARD MINUTES 4-11-2019

FICRA BUILDING TRUST BOARD MEETING MINUTES

Thursday, April 11, 2019

Board Attendees:  Howard Stapleton, President; Naomi Grant, Vice-President; Gina Olson, Secretary; Hal Goodell, Treasurer; Jim Braden, Director

The Trust Board meeting, with the newly elected Board, was convened at 8:12 PM, following the FICRA meeting. 

Minutes from the March 14, 2019 Trust Board Meeting were approved.

President’s Report:  None.

Consent Calendar Items:  None.

Treasurer’s Report: Hal Goodell

Trust Checking account: Mar 1 Balance: $123,601.60, Mar 31 Balance: $123,031.61

Trust Capital Checking: Mar1 Balance: $5,265.03, Mar 31 Balance: $4,083.69

Trust Reserve Checking: Mar 1 Balance: $33,480.17, Mar 31 Balance: $1,541.00

Trust Money Market:  Mar1 Balance: $1,644.20, Mar 31 Balance: $33,608.52

Trust Savings: Mar 1 Balance: $137.10, Mar 31 Balance $137.11

Trust PayPal: Mar 1 Balance: $2,179.91, Mar 31 Balance $2,810.16

Jim commented on the fact that FICRA, and particularly the Trust, have significant cash balances, but they are committed to maintenance (Reserve Study Account) and projects earmarked like the replacement of the NCC windows (estimated to be around $90,000) and exterior painting (estimated to be $30 – 40,000 due to the paint having lead content).  Heidi Alessi and Tony Moore ask that we note in the minutes, and highlight on the website, this situation so the public can easily see the financial picture.  Heidi also suggested including summarized information on the cost of maintaining the NCC in an annual report for the Trust.  Jim has been tending to the Reserve Study which delineates all the mandatory maintenance needed to keep the NCC looking good and functioning well.

Standing Committee Reports:

  • Nature Center:  Ed Burrough, excused. Nature Center Minutes are monthly posted on-line. They are doing well.
  • Finance Committee:  Budget has been completed and approved.  Further evaluation of the budgeting process is to be done in the next year.  Ray Kittelberger suggests we should have written policy and procedures in a manual. It is helpful when members leave and new ones start. Jim and Ray will start writing a Policy /procedures manual.
  • Citizen Patrol:  There are 4 new members. Joining CP requires that you have to pass a back ground check. They keep an eye on school bus stops, and drive the island regularly. They do home checks when residents request it during their vacations or absences. We have sent a message, via our Sheriff Department, to the HS students to make them aware that the boat launch is going to be monitored by P.C. Deputy. Amazon now has private delivery vans which are not marked, and therefore have drawn suspicion, but CP will continue to keep an eye on it. There continues to be concerns about vehicle speeding. There is now a stop sign rather than a yield at the corner of Island Blvd and 9th Ave.
  • Emergency Planning:  Jim reports that the committee has been distributing a 3-ring binder for Block Coordinators. The PEP-C Fair was attended by Jim, Ray, Doug Nelson, Abby Schofield and AP Templet.  Jim and Doug presented our Emergency Prep program at the Fair. We are looking at Vashon Island communications and we have plans to continue expanding our communications.  Our new Amateur Ham Radio Club has about 25 members, and is conducting monthly meetings. Hal and Jim are going to a 2-day conference in Seattle on Emergency communications April 13th & 14th.  AP Templet has taken over as Neighborhood Block Coordinator lead. New series of EP videos are in the works with the first one now on YouTube. Lisa Stapleton reports we have a channel on YouTube where they can be viewed.
  • Building Committee:  Eagle Scout projects are continuing on the property. Property signs are in the works. See the comments in Treasurer’s Report above concerning windows and painting.
  • Audit Committee:  Tony Moore is looking for another person to chair the Audit Committee. The Audit Committee plans to meet and will provide a report.
  • Nominating Committee:  Jim reports “We are done for this year”.
  • Fox Island Amateur Radio Club:  See the comments in Emergency Planning above.

Unfinished Business:  An amendment to the FICRA Building Trust Bylaws was posted for review. The Board was planning to vote on it tonight, but decided to provide more time to ensure notification requirements are met and that interested people have time to review the proposed changes.  The proposed Amendment will be voted on at next month’s meeting.

New Business:  

Gina reports the FICRA Fair T‑Shirt Committee met again today. Deborah Conlin has hired a local Gig Harbor Artist to help draft a design for the Fair shirt for this summer. The initial design has been submitted and the committee is looking forward to revisions and finalization.  

Lisa reports that the Fair and Chapel on Echo Bay have a potential conflict on the day of the Fair as all of the Chapel chairs will be in use for a wedding. Jim noted that the NCC metal chairs downstairs are available for use outside.  Lisa is a participant in NCC yoga classes, and she reports that there are sometimes tables set up and the floor is dirty in the room they use.  She would like the Board to discuss clean up with renters.  The Trust Board currently hires a crew to deep clean the NCC monthly, and the Rental Coordinator also spot cleans.  Lisa reports that their group typically sweeps, but she is concerned about the tables. Lisa also reports that the women who are hosting the classes are considering relocating due to a limited amount of donations. Lisa asked if FICRA would consider sponsoring the yoga class.  Miguel Martinez suggested some ways of marketing the class.

Jim contacted Pierce County and learned the consulting company has finished their report on Bridge funding questions, including private, public, state, etc. They evaluated these opportunities and then evaluated alternatives. The consultants looked at combinations of funding, including replacement vs retrofitting/repairs. They will be making a report to the Pierce County Board of Supervisors, followed by a report and options to Fox Island residents before decisions are finalized. A meeting will likely be scheduled on Fox Island one day this summer. Also, minor surface erosion, or “spalling” on the Fox Island bridge to be fixed this summer.

The meeting adjourned at 9:00pm.  The next meeting is May 9, 2019.

Respectfully submitted by Gina Olson, Secretary.

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