ARTICLE I - NAME
The legal name of the non-profit corporation shall be “Mat Mats Bay Waterfront Owners
Association here-in referred to as the Corporation/Organization.
ARTICLE II - PURPOSE
The purpose of the organization is to promote the preservation of the natural assets and
beauty of Mats Mats Bay and to educate all users about their rights and responsibilities
to protect the quality of the bay and respect the waterfront owners’ ability to have the
quiet enjoyment of their properties. It is through mutual respect that all users of the bay
will derive the highest level of enjoyment while preserving the quality of life in and
around the bay for everyone who uses it, now and in the future.
ARTICLE III - OFFICES
The principal office of the Corporation shall be the address of the Treasurer.
The Corporation may have other such offices as the Board of Directors may determine
or deem necessary, or as the affairs of the Corporation may find a need for from time to
ARTICLE IV - MEMBERSHIP
Membership shall be open to all owners of waterfront property with tidelands starting at
the mouth of the Mats Mats Bay and including all properties fronting on and inside of
the bay. Membership is strictly voluntary, and each member in good standing has a
right to attend any and all General Meetings, as well as any and all Board of Director’s
Meetings. Any member in good standing has the right to cast a single vote in any
matters that are brought before a General Meeting for a vote. A member in good
standing is defined as one ownership of a waterfront parcel for which the dues have
been paid and are current. One ownership is defined as all of the owners of a single
parcel or contiguous parcels under the same ownership.
There shall be an initial fee of $100 per ownership to join the organization, and annual
dues of $20 per ownership, due on the first day of the month of each fiscal year
commencing January 1, 2017.
Membership may be terminated if dues remain unpaid for more than 30 days.
Membership may be re-instated without paying the initial fee of $100 if dues are brought
current within 90 days from the due date. Membership is considered to be automatically
terminated if a property is sold to a new owner. The new owner will have the option to
join, and shall pay the initial fee of $100. Any new members will be assessed the
annual dues as of the first day of the next fiscal year after the membership is activated.
There shall be an Associate Membership open to anyone who would like to participate
in the activities of the Organization, such as beautification of the Bay, clean-up activities,
water quality and shellfish safety monitoring, social activities, and attendance at General
Meetings. Associate Members shall not have a voting privilege, but they may
participate in discussions at a General Meeting. There shall be no initial fee for an
Associate Membership. An annual dues of $10 per family shall be assessed for an
ARTICLE V - MEETINGS
There shall be a minimum of one annual General Meeting to be held the last Saturday
in August. The meeting shall be held at the Port Ludlow Fire Station meeting room
located the corner of Oak Bay Road and Olympus Blvd. or at a reasonably convenient
location selected by the Board prior to each meeting. Additional General Meetings may
be convened by the Board if necessary. Notices for General Meeting shall be sent to
all Members in good standing, either by email or by regular mail, not more than 30 days
nor less than 10 days in advance of the meeting date. There shall be a minimum of
one annual Board of Directors Meeting to be held the last Saturday in August.The
meeting shall be held at the Port Ludlow Fire Station meeting
room located at the corner of Oak Bay Road and Olympus Boulevard or at a reasonable
convenient location selected by the Board prior to each meeting. Additional Board of
Directors Meetings may be convened by the Board if necessary.
Notices of Board of Directors meetings shall be sent to each director either by e-mail or
regular mail not more than 30 days nor less than 10 days in advance of the meeting
date. An exception may be made for less notice time if all of the Directors are notified
and agree to the meeting date. If all of the Directors agree, notice by telephone is
acceptable for meetings called on short notice.
ARTICLE VI - BOARD OF DIRECTORS GENERAL POWERS AND RESPONSIBILITIES
The Corporation shall be governed by a Board of Directors (the Board), which shall
have all the rights, powers, privileges and limitations of liability of directors of a nonprofit
corporation organized under the Non-profit Corporation Act of Washington. The
Board shall establish policies and directives governing business and programs of the
Corporation and shall delegate to the President and the Officers of the Corporation,
subject to the provision of these By-Laws, authority and responsibility to see that the
policies and directives are appropriately followed.
NUMBER AND QUALIFICATIONS
The Board shall have no fewer than 5 and no greater than 9 Board Members. Any
Member in good standing is qualified to serve on the Board of Directors.
COMPENSATION No Board Member shall receive compensation except reimbursement
for reasonable expenses.
The initial Directors are those named in the Articles of Incorporation and they shall hold
office until the first annual General Meeting. An election shall be held at the annual
General Meeting and the Members present and in good standing shall vote to elect the
Board of Directors. Two-thirds of the membership present at the meeting shall
constitute a quorum for voting purposes at the General Meeting. Board Members shall
be elected by a simple majority of the eligible votes that are cast.
TERMS OF OFFICE
Terms of office for Board Members shall be two years, with no limitation on serving
Each Board Member shall have the right to resign at any time upon submitting written
notice to any Officer of the Board. The resignation shall be effective immediately upon
receipt of the written notice.
A Board Member can be removed with or without cause by two-thirds of the votes cast
by Members having voting rights with regard to the election of a Board Member,
represented in person or by proxy at a meeting of Members at which a quorum is
Vacancies on the Board can be filled by the vote of a simple majority of the Directors
then in office.
ARTICLE VII - OFFICERS
The Officers of the Corporation shall consist of a President, a Vice President, a Second
Vice President, a Secretary and a Treasurer.
The Officers of the Corporation shall be elected by the Board of Directors at the initial
annual Board of Directors meeting and every other year thereafter. A quorum of 2/3’s of
the Directors is required to be present to hold the election of Officers, and a simple
majority of votes is required for each Officer to be elected.
The duties and powers of each Officer are as follows:
The President is responsible for facilitating the effective action of the Board in governing
and supporting the organization. The President shall set the agenda for all meetings
and shall preside over all of the meetings.
The president is authorized to sign all legal documents on behalf of the Corporation
when such documents have been approved by the Board of Directors.
The Vice President shall assume the responsibilities of the President in the event of his/
SECOND VICE PRESIDENT:
The Second Vice President shall have various administrative duties to assist other
Board Members from time to time as deemed helpful or necessary.
The Secretary shall be responsible for maintaining the corporate records. The
corporate records shall include but are not limited to the Articles of Incorporation, the
By-Laws, membership lists, the minutes of all General and Board meetings, notice of all
meetings, tax-exemption application and determination letters, and other legal
The Secretary shall take accurate minutes of all meetings and ensure that they are
recorded and retained. The Secretary shall also be responsible for ensuring that all
notices of meeting are given in accordance with the provisions of the By-Laws.
The Treasurer shall maintain the financial records of the Corporation, including opening
and maintaining a bank account, collecting and depositing the membership dues,
paying invoices when due, balancing the books and filing any required financial reports
for the Corporation. The Treasurer shall prepare and present an annual financial report
for the General Membership meeting, and one or more interim reports for the Board if
requested to do so by a majority of the Board of Directors. The Treasurer shall also
serve as the Registered Agent for the corporation.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall be a calendar year commencing on January 1,
Annual dues payments shall become due and payable at the beginning of each fiscal
year. An annual Treasurer’s Report shall be prepared at the end of each fiscal year and
presented to the membership at the general meeting held at the beginning of the new
ARTICLE IX - CONFLICT OF INTEREST POLICY
Each Director of the Corporation has a fiduciary duty to put the interests of the
Corporation above any possible personal interests. In order to insure that Directors do
not have a conflict of interest, the policy contained in Appendix A of the IRS Instructions
for Form 1023, found on pages 25 and 26 is hereby adopted by the Corporation and
incorporated by reference into the By-Laws.
ARTICLE X - AMENDMENT AND REVISIONS TO THE BY LAWS
These By-Laws may be adopted, amended or repealed by the vote of a simple majority
of the Directors then in office. Such action is authorized only at a duly called and held
meeting of the Board of Directors for which written notice of such meeting, setting forth
the proposed By-Law revisions with explanations is given in accordance with these By-