PURPOSE

The Creekside Owners Protective Association (C.O.P.A.) is a grassroots organization of people living within the Thornton Creek watershed who are committed both to preserving the health of the creek and to protecting the rights of the riparian owners of Thornton Creek and its tributaries.

MEMBERSHIP

A. Membership in the Creekside Owners Protective Association (hereinafter called "C.O.P.A.") is open to any person living within the Thornton Creek watershed who subscribes to the purposes of the organization and whose completed application is accepted by the Operations Committee.
B. Dues shall be $15.00 per year per member payable on or before the anniversary of the date of joining. 
C. The Treasurer shall mail renewal notices 30 days prior to due date.  Membership shall cease in the event that dues remain unpaid 60 days after due date.
D. A member may be expelled on the following conditions:
 1. For cause, including, e.g., acting without prior authorization in the name of C.O.P.A. or acting in a manner so egregious as to harm the good name of C.O.P.A.; and
 2. Upon two-thirds majority vote of the membership present and voting upon at least 30, but no more than 40 days’ mailed notice detailing the intent to expel and the date such action is to be taken.
E. A member’s rights may be summarily suspended by the Operations Committee on a majority vote that a member has acted in a manner damaging to the good name of C.O.P.A. or obstructing its purpose.  Such suspension shall run until affirmed or overturned by a two-thirds majority vote of the membership present and voting at a meeting at least 30 but no more than 40 days after a mailed notice of intent to suspend.  Suspension of rights by the Operations Committee shall lapse, if not affirmed by a two-thirds vote of the membership within 45 days of being imposed.  Such suspension by the Operations Committee is not renewable.

VOTING
A. Each member in good standing who has been a member for at least 30 days and has attended one full general membership meeting shall be entitled to one vote on each matter submitted to a vote of the membership.
B. No voting by proxy shall be allowed.
C. A quorum of any membership meeting shall be eight members.
D. For the resolution of any issue or election to any office, a simple majority shall be required unless otherwise specifically stated elsewhere in these bylaws.

OFFICERS, DUTIES, TERMS OF OFFICE, VACANCIES, RECALL OF OFFICERS

A. Officers.
 1. President.  Duties shall include presiding at all meetings of the general membership; signing of all correspondence leaving the organization; being a signatory of the C.O.P.A. bank account; serving as a spokesperson for the organization in all external relations; being an ex-officio member of all committees except the Nominating Committee.
 2. First Vice-President.  Duties shall include carrying out all duties of the President in the President’s absence, and convening and chairing the Nominating Committee.
 3. Second Vice-President.  Duties shall include handling all matters relating to membership status and keeping the membership rolls current.
 4. Secretary.  Duties shall include recording the minutes of general membership meetings, keeping records of the organization, maintaining a correspondence log, and any other duties as shall be determined by the membership and as otherwise set forth in Robert’s Rules of Order suggested bylaws.
 5. Treasurer.  Duties shall include collecting dues, keeping an account of the organization finances, being a signatory on the organization bank account, and sending notice of membership status.
B. Terms of Office.
 Officers shall serve for a period of one year, or until their successors are elected.  No person shall serve in an office more than four consecutive years.  Completing eight months or more of an unexpired term shall count as one year.  Term of office shall commence as soon as votes are tallied and the results announced.
C. Vacancies.
 A vacancy in an office shall be filled on a majority vote of the members present and voting, after 30 days’ notice mailed by the Secretary, at the general membership meeting next scheduled or which satisfies this notice provision, or at a special meeting called on the same notice for this purpose.  The Operations Committee, by majority vote of the full committee, may name a member to fill the vacancy on a pro tem basis until the vacancy is filled by the members in the manner stated above.
D. Recall of Officers.
 By a two-thirds vote of those members present and voting at a meeting at least 30 but not over 45 days after notice is mailed to members’ last known home addresses on file with C.O.P.A. of intent to recall an officer, any officer may be recalled for cause, as follows:
 1. Dereliction of duty.  Dereliction of duty shall include:
  a. Failure to attend three successive meetings of the Operations Committee.
  b. Acting without authority in the name of C.O.P.A. in a manner inconsistent with the purposes of the organization.

ELECTIONS

A. Elections for officers shall be the first order of business at the annual membership meeting.
B. A Nominating Committee of at least three members shall be elected by the membership two months prior to the annual meeting.  The committee shall present a slate of at least one candidate for each position one month prior to the annual meeting.
C. In any election, members may self-nominate or nominations may come from the floor.  Nominees must be members and, before nominations are closed, agree to serve.
D. Ballots for officers may be cast at the meeting or must be postmarked 10 days prior to the annual election (if mailed).

OPERATIONS COMMITTEE

A. Responsibility for the affairs of the organization shall reside with the Operations Committee, which shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer.
B. The Operations Committee shall meet on a monthly basis.  The March meeting of the Operations Committee shall be at a date, time, and place of its convenience within the week prior to the annual membership meeting.
C. A quorum for the Operations Committee shall be three officers.
D. The Operations Committee shall establish, revise and maintain the C.O.P.A. annual calendar and the organization’s annual work plan.

MEETINGS

A. There shall be an annual membership meeting in March at which the election of officers shall occur.
B. Membership meetings shall occur quarterly at a minimum, on a date designated by the annual calendar.  Place and time of meetings shall be determined and/or confirmed during the course of each membership meeting or next occurring Operations Committee Meeting.
C. Special meetings may be called by the following:
 1. the President;
 2. a quorum of the Operations Committee; or
 3. a petition signed by 10 members in good standing and presented to a member of the Operations Committee.
D. Special meetings shall be held within 30 days, but no sooner than 10 days of receipt of petition, with a minimum of 10 days’ mailed notice to the membership.  Special meetings shall act only on such business as is contained in the petition and relayed via the call for a special meeting.
E. All meetings of C.O.P.A. committees shall be open to observation by all members of C.O.P.A., and said meetings shall be open to participation by non-committee members at the agreement of the committee Chair with the exception that the Operations Committee shall have the option to hold a closed executive session during any scheduled meeting.
F. Notice of general meetings shall take the form of an agenda specifying date, time, and place and shall be mailed to the membership by the Secretary, or Secretary’s designee, 10 days before the meeting.
G. Notice of special meetings shall be mailed a minimum of 10 days before the meeting and shall announce the specific and limited purpose of the meeting.
H. Emergency Meetings.
 1. Any member may request that the Operations Committee call an emergency meeting of the membership, but only the Operations Committee may call an emergency meeting.  It shall require a unanimous vote of the Operations Committee if only a quorum is present.  It shall require a majority of the Operations Committee if more than a quorum is present.
 2. The purpose of an emergency meeting shall be to conduct specific business that is on too short a time frame to be dealt with in a special meeting.
 3. A majority vote of the Operations Committee present and voting shall determine the appropriate action to be taken.  Within 7 days of the emergency meeting, the Operations Committee must inform the general membership of any action taken.  Notification may be by mail, telephone, or electronic means.

COMMITTEES

A. Nominating Committee.  (See Article V, Elections.)
B. Operations Committee.  (See Article VI, Operations Committee.)
C. Committees other than the Nominating and Operations Committees shall be established by the membership from time to time as the need arises.
D. Membership in any committee other than the Nominating and Operations Committees shall be open to any member.
E. Each committee other than the Operations Committee and the Nominating Committee shall choose its own chair.
F. Expenditures on behalf of C.O.P.A. shall require prior approval of the Operations Committee.  Incurring of any expense without prior approval shall be at the risk of the committee or person incurring said expense.  Committees or individuals wishing reimbursement shall submit a written request with receipt(s) to the Operations Committee. 
G. Committees or individuals wishing advance funding for major projects shall present a written proposal to the President for consideration at the next membership meeting.

BYLAWS

A. These initial Bylaws shall continue in effect past the March 2001 organizing meeting only if ratified by a majority vote of the petitioners present and voting on that date. 
B. The Bylaws may be amended by a 60% vote of the membership present and voting at any general meeting.  Notice of the proposed amendment(s) must be given by mail at least 30 days, but not more than 40 days prior to the meeting at which the vote is taken.
C. The parliamentary procedures of C.O.P.A. shall be the rules contained in the latest edition of Robert’s Rules of Order, Newly Revised, in all cases not covered by these Bylaws.

RELATIONS EXTERNAL TO C.O.P.A.

 Official representation to the public and communication with the media shall reside with the President or any person or persons appointed by the President.

DISSOLUTION

This organization may be dissolved in one of two ways:
A. If C.O.P.A. fails to hold an annual membership meeting, the Operations Committee shall vote on whether or dissolve the organization.  It shall required a two-thirds vote of the Operations Committee to dissolve; or
B. If (TBD) % of the members submit a petition to dissolve the organization to the Operations Committee, a ballot to dissolve shall be sent to the total membership.  It shall require a majority vote of the ballots returned to dissolve. 
 

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