E.C.A. Bylaws and Organization
Ester Community Association
P.O. Box 14 • Ester, Alaska • 99725
Bylaws of the Ester Community Association, Inc., A Non-Profit Corporation
Approved May 6, 1981, as amended in 1991, 2003, 2008, 2013, 2016 and 2017.
We, the incorporators of the ESTER COMMUNITY ASSOCIATION, INC., a non-profit Alaska corporation to accomplish the purposes and goals set out in the Articles of Incorporation dated January 7, 1981, and to provide for the orderly operation and administration of the non-profit corporation, make and adopt the following bylaws:
Article I
MEMBERSHIP
- Eligible Persons
Any person living in the Ester, Alaska, area shall be eligible for membership in the Association. The “Ester Area” for the purposes of these bylaws means the region roughly bounded by the Ester Fire Service District. Persons holding an Ester Post Office box are also eligible for membership.
- Membership Application
Any eligible person wishing to join the Association shall complete an application for membership on a form prescribed by the Directors of the Association. The application shall request only the information necessary and useful to the Association in performance of its purposes.
- Annual Dues
To join the Association, an eligible person shall submit to the Treasurer an application and annual dues in an amount prescribed by the membership at the last annual meeting.
- Renewal of Membership
Annual dues for members of the Association shall be due and payable at the annual meeting, payable in advance for the following year. No member who has failed to pay his or her annual dues shall be permitted to participate in the election of officers or directors for the Association, be an officer or director of the Association, or to vote on any matter affecting the Association.
- Benefits to Members
Members of the Association shall have use of Association facilities. Dues and other charges for the use of Association facilities shall be determined by the members.
- Family Memberships
A family or household that is otherwise eligible for membership according to these bylaws shall be permitted to join the Association by payment of a family membership fee.
Article II
OFFICERS
- Officers
The officers of the Association shall be a President, Vice-president, Treasurer, and a Secretary-historian. Any member of the Association may be an officer. No person, however, may hold more than one office in the Association.
- President
The President of the Association shall be the presiding officer at all meetings of the membership and the directors. The president shall not vote upon any issue unless there is a tie vote without his or her vote. All contracts and obligations of the Association shall be signed by the president, except as provided for under Article V. The president may appoint temporary committees.
- Vice-President
The vice-president of the Association shall preside and act whenever the president is unable to act. The vice-president shall be an ex-officio member of all committees appointed by the president.
- Treasurer
The treasurer’s signature shall be required with that of the president to bind the Association to any agreement. The treasurer shall keep the financial records of the Association and shall have responsibility for the collection of dues and determining whether any person attending a meeting is a member or non-member.
- Secretary-Historian
The secretary-historian of the Association shall keep the minutes of all meetings of the membership and the directors. The secretary-historian shall have charge of the records of the Association, including meeting minutes, financial reports, contractual agreements, and other pertinent Association records. The president may appoint a director to act as secretary-historian for the directors’ meetings in the secretary-historian’s absence.
- Election of Officers
The officers shall be elected by the membership at the annual meeting. Nominations for each office shall be made from the floor. Each officer shall serve a term of one year or until their successor is elected. If an officer resigns from the Association before the expiration of his or her term, the directors shall choose a successor to complete the term of the resigning officer.
- No Compensation
No officer of the Association shall receive compensation for the performance of his or her duties under these bylaws. Any officer may be reimbursed for expenses incurred for the Association where those expenses have been authorized in advance by the directors or, where the amount exceeds the authority of the directors, by the membership.
Article III
DIRECTORS
- Number of Directors
The board of directors will consist of the officers of the Association, plus five members elected at large at the annual meeting.
- Election of Directors
The directors of the Association shall be elected by the membership by secret ballot at the annual meeting of the Association. Nominations for directors shall be made from the floor. A person shall be a member of the Association to be a director.
- Term of Directors
A person elected as director of the Association shall serve a term of one year, or until his or her successor is elected. If a person serving as director resigns that position before the expiration of his or her term the remaining directors shall choose a person to fill the vacant position until the next annual meeting.
- Meetings of the Directors
The directors shall meet as often as the responsibilities of the Association may require. At any meeting of the directors, a quorum shall consist of five directors. The absence of any director from a meeting of which he or she had notice shall be a waiver of objections as to all actions of the directors at that meeting.
- Electronic voting
The directors may conduct an email vote at the president’s discretion. The president shall send the question to all members of the board. A response of a minimum of five votes is required for an action. Any action taken from an electronic vote will be reviewed and entered into the record at the next regular meeting of the directors.
- Powers of the Directors
The directors shall manage the day-to-day affairs of the Association. In addition, they shall have the power to bind the membership to any action when an emergency makes it impractical to submit the question to the membership as a whole. Subject to the previous sentence, the directors may not bind the Association or the membership as to any of the following matters:
(a) any debt or note, or agreement to enter into any debt or note unless previously authorized to do so by the general membership;
(b) any contract or agreement for contract involving more than $1,500 or more than five contracts in one year, unless authorized to do so by the general membership;
(c) any agreement having a term longer than three months or the remaining term of the directors, whichever is longer, unless authorized to do so by the general membership;
(d) any action that would jeopardize or impair the tax-exempt status of the Association;
(e) dissolution of the Association. Any action by a director in violation of the paragraph will subject the director or directors voting in favor of the action to personal liability to the Association.
Article IV
MEETINGS
- Place
All meetings of the membership shall be held at the community hall in Ester, Alaska. Meetings of the directors shall be held at the Community Hall unless the directors agree to hold the next meeting at some other place.
- Notice of Meetings
(a) No meeting of the directors shall take place without notice being sent not less than seven days before the meeting to all of the directors.
(b) No meeting of the membership shall be held except upon notice to the membership as follows: notice shall be posted in the post office at Ester, Alaska and at least two other well-frequented places in the Ester Area not less than 10 days before the meeting. Whenever possible, meetings of the membership shall be held only at a regularly scheduled time and date, to be set by the directors. The directors shall meet before the membership meeting to set the agenda, as needed.
- Quorum of Members
A quorum of members shall consist of 10 persons or their proxies (for elections), except that if the secretary sends notice to all of the members, a quorum shall consist of the members attending the meeting.
- Conduct of Meetings
Whenever possible, the meetings of the membership and directors shall be conducted informally, but in the event of dispute or inability to agree, conduct of the meetings shall be in accord with Robert’s Rules of Order.
Article V
CONTRACTS AND BANKING
- Contracts
All contracts of the Association otherwise authorized under these bylaws shall be entered into only after the directors or membership have adopted a written resolution authorizing the president and treasurer to sign the contract and bind the Association to the terms of the contract. The terms of this paragraph do not apply to contracts expressly authorized under other paragraphs of these bylaws.
- Banking
The Association shall maintain a bank account at any federally insured financial institution that the directors may select. The bank account or bank accounts shall be according to such terms and of such kinds as the directors deem appropriate, except that the directors shall not modify the signature requirements imposed by these bylaws.
- Committee Contracts and Banking
(a.) Standing committees may, if authorized by the general membership, open and maintain separate bank accounts under the Association and standing committee name, for discretionary funds separate from the general Association funds and accounts. Committees doing so shall appoint or elect a committee treasurer and alternate treasurer who shall be signers on the account; these committees must report monies earned and spent to the Association at the general membership meeting.
(b.) Standing committees with discretionary fund accounts may enter into contracts not to exceed the committee’s discretionary fund balance. If the amount of a desired contract exceeds the committee’s discretionary funds, the committee must defer to the directors or the general membership, as required by these bylaws.
Article VI
STANDING COMMITTEES
- Designation
The general membership may designate a committee to be a standing committee. Standing committees must provide annual financial reports to the Association general membership and treasurer, and provide annual committee activity reports to the secretary-historian. The treasurer may require an additional financial review of a standing committee at his or her discretion.
- Freezing of Account
The Association directors, in the event of a fiscal or contractual emergency, may freeze a standing committee’s funds, and is authorized in such an emergency to remove account signers from a standing committee’s bank account, and to replace them with the Association treasurer.
- Dissolution
A standing committee may be dissolved by vote of the general membership. Any standing committee funds, after payment of outstanding committee liabilities, shall be transferred to the Association’s general fund in such a case.
Article VII
MISCELLANEOUS PROVISIONS
- Waiver of Notice
The directors and membership may waive any notice for meetings required to be given under these bylaws. Any waiver shall be in writing and specify the extent and duration of the waiver. Waivers by a majority of the membership of the Association shall be a waiver by the entire membership.
- Interpretation
These bylaws shall be interpreted to best accomplish the purposes for which the Association was created and for the protection of minorities within the Association. A good faith effort to comply shall be required of every member of the Association, but no penalty shall attach to non-compliance, except as expressly set out in these bylaws and the laws of the State of Alaska. Nothing in these bylaws shall confer a private right of action or claim upon any person.
- Dissolution
Upon the termination, dissolution or final liquidation of the Corporation in any manner and for any reason, the Board of Directors shall first pay or provide for the payment of all liabilities of the Corporation; all remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code (or the corresponding section of any future federal tax code), or shall be distributed to the federal government, or to state or local government, for a public purpose.”