The Board of Directors of the BSCA shall consist of up to fourteen (14) members including officers. Seven Directors shall be appointed by the Board and seven shall be appointed by the Mayor of Bellingham. The seven appointed by the mayor shall be known as the Bellingham Sister Cities Mayor’s Advisory Board.

Except as otherwise provided by these bylaws, the Directors shall be elected for a three year term and shall serve until a successor shall have been elected. Directors may serve no more than two consecutive three-year terms. A Director shall be deemed to have served one full term if such member has served more than two years of an unexpired term.

Appointments and vacancies on the Board shall be filled by a majority vote of the remaining Directors. Directors shall assume office on January 1, following their election.

Anyone who is a resident of Bellingham and/or Whatcom County is eligible to be a member of the Board of Directors. Membership on the Board shall be based on a person’s dedication to the mission of the organization and on the professional, administrative or technical skills that such a person can contribute. Recommendations for elected and appointed Directors shall be provided to the Board or Mayor as needed by a Nominating Committee.

Terms of newly elected Directors and Mayoral appointments shall be established so that no more than three Directors are elected and no more than three are appointed by the mayor in a given year except so as to fill and unexpected vacancy.

A. Elected Directors may be removed, either with or without cause, at any time by the affirmative vote of a majority of the directors. The Board may recommend to the Mayor, by a majority vote, the removal and replacement of appointed members.

B. Any Director may resign at any time by giving written notice to the President, Secretary or Mayor. The resignation of any Director shall be effective at the time specified therein and the acceptance of such resignation shall not be necessary to make it effective.

Any vacancy in the elected members Board of Directors for any cause may be filled by a majority vote of the remaining Directors at any regular meeting or special meeting called for that purpose. Any vacancy of an appointed member of the Board of Directors shall be filled by the Mayor. Any member thus elected or appointed shall serve for the remainder of the unexpired term and until a successor is duly elected or appointed.

The Board may create elected or appointed additional, non-voting positions on the Board in order to provide for liaison or representation with other organizations, agencies or governmental bodies. The number and roles of such ex officio or liaison positions shall be established by Board Policy.

1. The member has two un-notified absences in a row ("un- notified" means the member did not call ahead to the President before the upcoming meeting to indicate he/she would be absent).

2. The member has three notified absences in a row.

3. The member misses one third of the total number of board meetings in a twelve-month period.

If an attendance problem exists regarding a board member, the BSCA President will promptly contact the member to discuss the problem. The President will share the member's response with the board at the next scheduled meeting. In that meeting, the board will decide what actions to take regarding the board member's future membership on the board. If the board decides to terminate the board member's membership, termination will be conducted per the bylaws. The board will promptly initiate a process to begin recruiting a new board member.

A. The term of office for the President, is three consecutive years, one as President-Elect, one as President, and one as Immediate Past.

B. The term of office for the Secretary and Treasurer is two years or until a successor is elected from among the members of the Board.

C. Officers shall be elected by a majority of directors at the November Board meeting or a special meeting called for that purpose. Officers shall begin their term of office at the January Board Meeting.

The President shall preside at all meetings of the Board. The President shall be authorized to sign agreements and contracts on behalf of the organization with approval of the Board.

B. President-Elect

The President-Elect shall perform the duties assigned by the President or the Board. The President-Elect shall assume the duties and powers of the President in case of the absence or disability of the President. In the event the office of the President becomes vacant, the President-Elect shall become President.

C. Immediate Past President

The Immediate Past President will help complete projects that he/she initiated during their term as President and will act in an advisory role for the President.

D. Treasurer

The Treasurer shall be the custodian of all funds of the organization, depositing such funds in banks designated by the Board and disbursing all of the organization’s funds in a manner designated by the Board. The Treasurer shall provide an annual report approved by an auditing committee appointed by the Board. The Treasurer, with the President shall prepare annually, a budget for approval by the Board. The Treasurer shall maintain and keep current a list of dues paying individuals known as "members". The Treasurer shall coordinate membership solicitation activities for new members and renewal memberships. The Treasurer may perform other duties as assigned by the Board.

All checks drawn on the organization accounts shall require signatures of two different officers.

E. Secretary

The Secretary shall keep minutes of all meetings of the Board and provide for the proper storage and archiving of the minutes and other records of the organization. The Secretary shall provide minutes of meetings to Board members in a manner determined by the Board.

In the event that an officer is unable to complete a term of office for any reason, the Board shall elect a successor to fill the remainder of the term at any regular meeting of the Board or at any special meeting called for that purpose.

The Board shall not receive any compensation for their services but may receive reimbursement for authorized expenses incurred on behalf of the Board of Directors.

A. The Board shall meet not less than four times annually, at a time and place determined by the Board and at other times as the Board may determine, or upon notice of the President. Establishment of a regular time and place of such meeting by Board action shall be deemed as appropriate notice of regular meetings.

B. A majority of the members of the Board shall constitute a quorum for the transaction of business at any meeting.

Special meetings of the Board shall be held whenever called by the President or the Secretary at the direction of the Board, or by written request of half the members of the Board. Notice of such meeting, indicating time, place and specific business to be conducted shall be provided to each Director by mail or telephone, no less then ten days prior to such meeting.

The Board shall maintain a complete permanent record of all minutes and proceedings and present a full financial statement at the annual membership meeting showing in detail the financial condition of the BSCA.

A. Sister Cities

There shall be a standing committee, chaired by a Director, appointed by the President annually, for each of the Sister Cities authorized by the Board. Sister City committees will be governed by a set of procedures updated periodically by the board. The membership of such committee, its roles and responsibilities shall be established by Board policy.

B. Membership

There shall be a membership committee chaired by the Treasurer. The membership of such committee, its roles and responsibilities shall be established by Board policy.

The Board may create or dissolve other standing or ad hoc committees as necessary for the fulfillment of the organization’s mission.