Article I: Name

The name of this organization shall be the Downtown Community Council (hereinafter referred to as “the DCC").    

 

Article II: Organization and Operation

The DCC is a not-for-profit, fiscally sponsored project of the Seattle Parks Foundation, a 501c3 organization. The DCC will operate in accordance with the Seattle Parks Foundation’s bylaws, operating policies and procedures and the operating policies and procedures defined herein. In the case of conflict between these, the Seattle Parks Foundation’s shall dictate.    

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Article III: Purpose    

The purpose of the DCC is organizing and advocating for residents’ (as defined in Article III, Section 1.) concerns and welfare; building community amongst residents; and fostering collaboration amongst residents and stakeholders (as defined below) for the purpose of improving the livability of our neighborhood as defined within Article III, Section 2.

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Stakeholders may include government agencies and officials, businesses, commercial property owners and developers, and non-profit organizations.

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The methods the DCC uses to achieve its purpose may include but are not limited to:

1. Establishing and maintaining communications with          , stakeholders, and the broader community.       

1. Organizing educational events, forums, and working groups on issues impacting residents and our neighborhood.

1. Organizing projects and events that build community and foster collaboration amongst residents and stakeholders.

1. Raising funds to support the organization and these activities.          

    

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Article IV: Constituency

 

Section 1: Eligibility

The constituency of the DCC is all individuals who reside within the downtown area as defined by the Council’s geographic boundaries as defined herein. Individuals who reside outside the geographic boundaries and other downtown stakeholders are welcome to attend meetings but are not permitted to serve on the Advisory Board or as Committee Chairs.

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Section 2: Geographic Boundaries

DCC boundaries are from Elliott Bay, east to I-5, and from Yesler Way north to Lenora, excluding Pioneer Square and the Denny Triangle. The north and south boundaries are inclusive of the north and south sides of Yesler Way and Lenora respectively.

 

Section 3: Residents Rights

All DCC constituents have the right to attend and participate in DCC public meetings and are eligible to serve on the DCC Advisory Board.

 

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Article V: Governance

 

Section 1: Board

As a fiscally sponsored organization of The Seattle Parks Foundation (SPF), the SPF Board of Directors shall serve as the official governing body of the DCC. A redundant Board of Directors for the DCC is not permitted by law.

In lieu of a Board of Directors, the DCC will establish and maintain an Advisory Board (herein referred to as “Board”). The Board’s primary responsibility shall be to set policies and procedures for the stable and enduring operation of the DCC; ensure the DCC fulfills its purpose (as defined in Article II); and ensure proper compliance, cooperation, and communication with The Seattle Parks Foundation.

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Section 2: Term of Office

Board members shall serve for a term of two (2) years, with a limit of three (3) consecutive terms. Terms shall be staggered to ensure continuity. Former Board members may serve additional terms after sitting out for at least one 2-year term. The term duration of the initial Board members may vary so as to achieve the long-term staggering of Board terms.

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Section 3: Officers

The Board shall elect from its members the following officers:

1. Chair: Presides over meetings and represents DCC in official matters.

2. Vice-Chair: Assists the Chair and acts as Chair in their absence.

3. Secretary: Serves as DCC’s parliamentarian for Board meetings; maintains records of meetings, including minutes; and handles correspondence. The Secretary will compile in collaboration with Board Members an annual written report describing what went well and what was accomplished in the year just concluded and what is planned for the year ahead. The annual report will be approved by the Board and is due by January 31st of each calendar year as required by our agreement with our Fiscal Sponsor, The Seattle Parks Foundation.

4. Treasurer: Manages DCC’s finances, including assembling an annual budget in consultation with Board Members, and preparing monthly financial reports. The Treasurer will serve as a financial point of contact with DCC fiscal sponsor The Seattle Parks Foundation. The Seattle Parks Foundation provides all services required for a 501(c)(3) tax-exempt organization.

 

Section 4: Conflict of Interest of Board Members

Board Members are expected to be active and knowledgeable about the concerns of DCC residents and neighborhood concerns and may therefore have a financial or organizational interest in the neighborhood. People need not be precluded from service as a Board Member because they have property, business, interest, or are on staff or Board of existing organizations that may have dealings with or benefit from DCC. However, all Board Members shall disclose any potential or existing conflicts and recuse themselves from Board decisions where there are potential or existing conflicts of interest. Board Members will update Conflict declarations annually.

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Section 5: Removal of Board Members

Any Board Member may be removed with cause upon the vote of 80% of the rest of the Board Members. Examples of causes for removal include and are not limited to failure to attend meetings; re-location outside of the DCC geographical boundaries; representing a position of the DCC without Board approval.

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Section 6: Resignation

A Board Member may resign at any time by delivering written notice to the chair or secretary, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified in the notice, or, if the time is not specified, upon delivery of such notice. Unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

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Section 7: Vacancies

Should a Board position become vacant before the end of the term, The Board may  solicit nominations for and appoint a new Board Member to serve out the remainder of the term.

 

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Article VI: Committees

 

Section 1: Standing and Ad Hoc Committees

The Board may establish standing or ad hoc committees as needed to carry out the work of the DCC. Each team or committee will have a Board member advisor and a chair selected by the committee. The Board Member advisor will be appointed by the executive committee and will be responsible for ensuring that the committee has appropriate budgetary input and access to present recommendations to the Board.

 

A majority of the Board will be responsible for establishing or dissolving standing committees (excluding the Executive Committee) and ad hoc committees. DCC residents may bring forward proposals to add such committees for Board review.

 

Standing and Ad-hoc Committee Chairpersons may form subcommittees made up of members of the committee. The subcommittees will work through the Committee Chair to make recommendations to the Board.

 

Each committee will conduct meetings which are open to all interested residents. In consultation with the Board Advisor, Committee Chairs will provide regular status updates to the Board and will make recommendations for Board Action.

 

Section 2: Executive Committee

The Executive Committee shall consist of the four (4) officers, as defined in Article IV. The Executive Committee shall set the Board agenda, preside over the meeting, and ensure that the duties of the officers are performed.

 

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Article VII: Appointment of Advisory Board Members

 

Section 1: Nominations

Every year, the Board shall send notice to the community at least thirty (30) days prior to the end of a Board term, announcing it is soliciting Board candidate nominations. Any resident of the DCC can nominate any other resident for office, including himself or herself. Nominees will complete a Board-provided questionnaire addressing their qualifications.

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Section 2: Candidate Selection

Existing Board Members will be select new Board Members using a “Cumulative Voting” process. Each voting member will have a number of votes matching the number of vacancies that are to be filled. The members can distribute the votes as they choose, splitting them among the candidates or giving all their votes to one or more candidates. Candidates with the most votes will be elected until all vacancies are filled.

In the event of a tie, or if all positions are not filled, another vote will take place immediately following the initial vote, until all positions are filled. 

 

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ARTICLE VIII: DCC Representation

 

Only Advisory Board Members of the DCC have the authority to act on behalf of the DCC, in their roles as defined by the operating policies and procedures. All acts on behalf of the DCC should be reported to the Board Member prior to those acts whenever possible but must be reported no later than the following Board meeting.

 

On the occasion where DCC determines that it is necessary to take an official position on a policy issue, the Board must approve the position and the wording of the statement. The Board will develop a proactive outreach process to ensure that the decision is representative of the community. Once a position has been properly approved, Residents may communicate the message in public settings.

 

Article VIX: Meetings

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Section 1: Board Meetings

The Board shall hold regular meetings at least quarterly, with the date, time, and location determined by the Board. A quorum for conducting business at any Board meeting shall consist of at least fifty-one (51) % of the Board members. Decisions shall be made by a simple majority of those Board Members present and voting, unless otherwise specified in these Operating Policies and Procedures. Votes shall be counted by a show of hands. A verbal announcement should be made about the outcome.

 

All Board Meetings are open to the public and Seven (7) days advanced notice of place and date will be publicized.

Meeting agendas will be provided when the meeting notice is issued. Residents may submit items to be considered for the Board agenda by request to the Board Secretary no later than seven (7) days before the meeting. The meeting agenda can be amended in the event of an urgent last-minute item if agreed by vote at the beginning of the meeting.

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Section 2: Executive Committee Meetings

On occasion, the Executive Committee may need to hold meetings to conduct confidential DCC business. In these circumstances, attendance may be restricted to Executive Committee Members only. Others may be included at the discretion of the Committee, by invitation.

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Section 3: Annual DCC Meeting

A General Meeting of the DCC shall be held once annually, open to all DCC Residents. The purposes of the meeting include the introduction of Board members, presentation of annual reports and budget, review of DCC activities and plans for the upcoming year.

 

Section 4: Standing and Ad-Hoc Committees Meetings

Standing and Ad-Hoc Committees will publicize and provide agendas as determined by each group. The Board will develop a process to ensure that these teams reach out to the community and ensure representation of interested parties.

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Section 5: Virtual Meetings

Members of the Board or its committees may participate in a meeting of the Board or such committees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

 

Section 6: Meeting Conduct

Robert’s Rules of Order shall govern this Council where applicable and in which they are not inconsistent with these Operating Policies and Procedures.

 

The draft minutes of Board Meetings shall be posted on the DCC website within 7 days of the meeting. At the subsequent meeting, the Chair will call for approval of the minutes by the Board.

The Secretary shall take steps to ensure that Residents receives notice of forthcoming Board meetings. Meeting dates will be listed in the DCC newsletter and on the DCC website.

 

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ARTICLE X. Record Keeping 

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Section 1: Definition of Records

All files (including, but not limited to, letters, agendas (including those of committee meetings), minutes, sign-up rosters, reports) and other pertinent information published and maintained by the DCC, its Board Members and appointed representatives shall be maintained by DCC.

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Section 2: Storage and Retention

Records shall be kept for a minimum of five (5) years from the date of the document. The Board will designate a cloud location for storage. The minutes of Board and Annual meetings will be publicly available. Other files will be accessed by Board members or with Board approval only. Board meetings will not be recorded but transcripts will be available when requested.

 

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Article XI: Finances

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Section 1: Fiscal Year

The fiscal year of the Council shall begin on January 1 and end on December 31.

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Section 2: Budget

The Treasurer shall prepare an annual budget in collaboration with, and to be approved by, the Board. The budget shall be presented at the Annual Meeting.

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Section 3: Financial Oversight

The Board shall be responsible for ensuring that DCC’s finances are documented and managed in a responsible manner and in accordance with all Seattle Parks Foundation’s requirements. For convenience, a brief summary of the services provided by SPF to the DCC are listed below. Please refer to the Seattle Parks Foundation’s Member Portal for a full list.

1. 501(c)(3) tax-exempt status for grant eligibility under Seattle Parks Foundation

2. Hosted web page on the Seattle Parks Foundation website to showcase your project, key accomplishments, and encourage contributions.

3. Exclusive donation page with automated tax receipting for all online contributions

4. Donor management, inclusive of donation acknowledgements and receipt

5. Access to an online portal with information specific to your project including active grants, expense tracking, revenue, and donor reporting.

6. Coordination of insurance coverage and (by request) liability insurance certificate for up to $1 million per occurrence and $2 million in a and acts as point of contact with the DCC Fiscal Sponsor, the Seattle Parks Foundation.

7. Annual distribution of 1099-MISC for vendors/contractors as required.

8. Grant application review, administration, and record-keeping

9. Resources and toolkits to best serve your project, inclusive of event tutorials, grantsmanship resources, communications support, and more.

10. Promotion of your events and volunteer opportunities via SPF’s website, eNews, and social media accounts

11. Non-legal review of contracts and agreements (to provide feedback and to support contract negotiations)

 

Board Members and committee chairs may expend funds not to exceed $250 for items required for committee use with the approval of the President or Vice-President. Expenditures of over $250 to further the objectives of the association may be authorized by a majority of the Board at Board meetings. No expenditure shall be authorized, which exceeds the current balance as reported by the Treasurer, net of prior commitments.

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Section 4: Donations

The Advisory Board may solicit donations for the general fund or special projects, in adherence with Seattle Parks Foundation By-laws.The Executive Committee has discretion to accept or decline major donations from entities which may conflict with DCC values, upon a majority vote of the executive committee of the Board .

 

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Article XII: Amendments

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Section 1: Proposal of Amendments

Amendments to these Operating Policies and Procedures may be proposed by the Board. The Board may solicit public comment on proposed amendments prior to adopting them.

Section 2: Adoption of Amendments

Amendments to these Operating Policies and Procedures shall be adopted by a two-thirds (2/3) majority of the Board Members.

 

Article XIII: Dissolution

DCC may be dissolved by a two-thirds (2/3) vote of the Board. Upon dissolution, any remaining assets shall be distributed to a nonprofit organization(s) serving downtown community interests, as determined by the Board and approved by the Seattle Parks Foundation.

 

Article XIV: Non-Discrimination

DCC values all individuals regardless of race, color, religion, gender, sexual orientation, gender identity, age, national origin, or disability.

 

XV: Adoption

These Operating policies and procedures shall be adopted by a majority vote of the founding members of the DCC and shall become effective immediately upon adoption.