Bylaws of Progressive Association (of Clinton)

The principal office of the organization shall be located at 6411 Central Avenue, Clinton, WA 98236, its principal place of business.

ARTICLE 1. NAME

1.1 The official name of this organization shall be the Progressive Association (of Clinton) DBA and otherwise commonly known as the Clinton Community Hall.

ARTICLE 2. MISSION

2.1 The Board of Directors and membership approved mission is: “To provide a gathering place for residents of Clinton/South Whidbey that fosters a thriving sense of community and provides a vital connecting link for our rural population.”

2.2 The Progressive Association (of Clinton), DBA the Clinton Community Hall is a 501(c)(3) nonprofit organization supported by the community that owns and manages the physical property at 6411 Central Avenue, Clinton, known as the Clinton Community Hall.

2.3 The Clinton Community Hall was conveyed by community founders for public purposes. These purposes include social services, community services, discussion of community issues, fostering community-based businesses, and other activities providing a benefit to the Clinton/South Whidbey community.

ARTICLE 3. MEMBERSHIP

3.1 Membership in this organization shall be open to all persons interested in the betterment of the Clinton/South Whidbey community.

3.2 Annual membership dues in this organization shall be established annually by the Board of Directors with the concurrence of the membership at the annual meeting.

ARTICLE 4. OFFICERS

4.1 The officers of this organization shall be President, Vice President, Treasurer, and Secretary.

4.2 Officers shall be nominated by a nominating committee of three members appointed by the President. The report of the nominating committee shall be submitted to the organization membership at least 30 days prior to the Annual Meeting.

4.3 Nominees shall be elected at the Annual Membership Meeting, at which time the recommendation from the nominating committee shall be voted upon by the membership in attendance. Those elected shall assume office immediately following the conclusion of the Annual Membership Meeting.

4.4 In order to participate in the election of Board of Directors officers, a member shall have paid his/her dues for the current year.

4.5 Board of Directors shall serve one (1) three-year term that may be renewed once (6 years total) or until their successors are elected.

4.6 No Board of Director of this organization shall receive remuneration for his/her duties as a Board of Director.

4.7 Vacancies in the officer positions shall be filled by a majority vote of the Board of Directors. A vacancy in the office of the President shall be filled by the Vice President until a new President is nominated and voted upon.

ARTICLE 5. MEETINGS

5.1 An Annual Membership Meeting shall be held once a year in January. The format of this meeting may be in-person at the hall or virtual via the Internet.

5.2 A quorum for the purpose of conducting official business for the organization shall be 10 members.

5.3 In the case of an emergency, the Board of Directors can authorize a vote of the membership by a Board of Directors-approved method of communication.

ARTICLE 6. BOARD OF DIRECTORS

6.1 The Board of Directors shall be comprised of the officers plus At-Large Directors totalling seven (7) and elected by the membership.

6.2 Sixty percent of the Board of Directors shall constitute a quorum thereof, provided, however, that all members of the Board of Directors have been previously notified of the Board meeting.

6.3 The Board of Directors will meet on call of the President or on written request of at least three (3) members of the Board.

6.4 Any member of the Board of Directors who misses more than three (3) consecutive Board meetings without approval shall be considered delinquent. This shall be cause for removal. Any officer or agent elected or appointed by the Board may be removed from office by the Board with a simple quorum majority whenever in its judgment the best interests of the organization would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE 7. DUTIES OF THE OFFICERS

7.1 Duties of the President: It shall be the duty of the President to preside over all meetings of the general membership and Board of Directors; prepare meeting agendas; enforce strict observance of the bylaws; create committees as necessary and appoint chairpersons; prepare for a smooth succession of offices (President, Vice President, Treasurer, Secretary and/or other); represent the organization to the public; provide direction fo the Hall Manager; serve ex officio as a committee member and attend when invited; negotiate and sign legal contracts on behalf of the organization; oversee the financial health of the organization; have signature authority for all financial matters.

7.2 Duties of the Vice President: It shall be the duty of the Vice President to assist the President when called upon; perform the duties of the President in his/her absence; succeed to the office of President if the office becomes vacant during a term; prepare for smooth succession of offices – Vice President and/or other; perform other duties as assigned by the President and/or Board of Directors.

7.3 Duties of the Treasurer: It shall be the duty of the Treasurer to manage all payments as approved by the organization; record all payments (checks, electronic bill pay or other) and present to bookkeeper monthly; manage usability of a payment system used at Hall functions; present monthly and annual financial reports (prepared by bookkeeper from Quick Books) to the Board and to Membership meetings; prepare for a smooth transition/succession of office and transfer all financial records to his/her successor at the end of term; perform other duties as assigned by the President and Executive Committee

7.4 Duties of the Secretary: It shall be the duty of the Secretary to record minutes of the Executive Committee and Annual Membership meetings; distribute minutes to the Executive Committee members; distribute minutes of Annual Membership meetings to full membership; maintain approved meeting minutes in a fully retrievable electronic archive/repository; coordinate signing of “Conflict of Interest” statements from each Board member following their election; update by-laws as changes are made, voted upon and appear in minutes; perform other duties as assigned by the President and Board of Directors.

ARTICLE 8. COMMITTEES

8.1 The committees shall include but not be limited to: facilities, grounds, marketing, membership, events, and fundraising. Additional committees and reconfiguration of committees may be established by the Board of Directors as needed.

8.2 The chairperson of each committee shall be appointed by the President.

ARTICLE 9. LIABILITY

9.1 No member or group of members shall subject the organization to liability without authorization by vote of the Board of Directors

ARTICLE 10. AMENDMENTS

10.1 The Bylaws may be amended by two-thirds (2/3) vote of the membership present at a regular meeting, provided the proposed amendment has been read at the previous Board of Directors meeting.

ARTICLE 11. PARLIAMENTARY AUTHORITY

11.1 The rules contained in Robert’s Rules of Order, as revised, shall govern this organization in all cases in which they are applicable and not in conflict with these Bylaws.

ARTICLE 12. DISSOLUTION OF THE ORGANIZATION

12.1 Upon the dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purpose of the organization in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes shall at the time qualify as an exempt organization or organizations under Section 501(c)(3).

Passed unanimously at Board of Directors meeting September 7, 2025

Passed unanimously at membership meeting held on January 14, 2026