Talkeetna Community Council, Inc. Bylaws

(as of June 1, 2020)

Article I: Name

The name of this organization shall be the Talkeetna Community Council, Incorporated.

Article II: Purpose

SECTION 1.  The purposes of this Corporation are civic, namely:

A. To provide a direct and continuous means of participation in local government and affairs as authorized by and defined in the Matanuska-Susitna Borough Code MSB 2.76, and to provide for implementation of the goals of the Talkeetna Comprehensive Plan, and

B. To create an opportunity for communication between various groups and individuals both within and outside of the Talkeetna community by providing:

1. A method by which community members can work together for expression and discussion of their opinions, needs and desires in a manner that will have an impact on the development of and services in the Talkeetna Community Council, Inc. area:

2. A method for governmental agencies to be informed of the opinions, needs, desires and recommendations of people residing within the Talkeetna Community Council, Inc. area; and

3. An improved basis for decision making and assignment of priorities by local governing bodies for all capital improvements and governmental programs affecting the development and well-being of the community of Talkeetna, and

C. To exercise such other authority as may from time to time be granted to it by an appropriate governmental entity, and

D. To conduct its activities within the guidelines of section 501 (c)(3) of the Internal Revenue Code.

SECTION 2.  This Corporation shall have the following powers:

A. To do and engage in all lawful activities which are in furtherance of one or more of the general purposes of this Corporation.

B. To have and exercise the general powers specified in AS 10.20 et seq., and specifically in Section.011, as now in force or as may hereafter be amended.

C. The objects and purposes of this Corporation shall be construed also as powers. The matters expressed in each of the foregoing clauses shall, unless otherwise expressly provided, be in no way limited by reference to or inference from the terms of any other clause, but shall be regarded as independent objects, purposes, and powers.

D. The enumeration of specific objects, purposes, and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the Corporation, nor the expression of one thing being deemed to exclude another not expressed although it be of like nature.

Article III: Members

Section 1. The membership of the Talkeetna Community Council, Inc. shall consist of all residents of legal voting age whose primary residence is within the Talkeetna Community Council, Inc. boundaries.  

Section 2. The Talkeetna Community Council, Inc. area shall be defined as:

Article IV: Talkeetna Community Council. Inc. Board of Directors and Officers

Section 1. The Talkeetna Community Council, Inc. Board of Directors shall consist of seven members elected at large from the general membership of the Corporation. The Officers of the Board shall be a Chairperson, a Co-chairperson, a Secretary and a Treasurer. Others may be added as needed.

Section 2. Election of Directors.

A. At the regular monthly Talkeetna Community Council, Inc. Board of Directors meeting in September, the Board shall select a Nominating Committee. It shall be the duty of this Committee to seek candidates for the Board to be elected at the annual Community Council, Inc. election in November.

B. The Nominating Committee shall report to the Board at its regular monthly meeting in September. At this meeting, additional nominations from the floor shall be permitted.  All nominees will complete a Declaration of Candidacy Form.  The Board will designate a polling place for the November election, which shall take place on the same day as the Borough elections. An advisory vote on critical issues may be included on the ballot if the Board so desires. Election officials appointed by the Board shall count ballots. In the event of a tie, a toss of the coin shall preside.

C.  Talkeetna Community Council, Inc. has developed and approved specific election procedures.  These are available on the TCCI website. 

Section 3. Term of Office of Directors.

A. The term of office for Talkeetna Community Council, Inc. Board of Directors members shall be two years. On alternating years, three or four members shall be elected to fill two-year terms, establishing a pattern of rotating terms of Directors.

B. Terms of office shall begin at the start of business at the annual meeting in December. No Director shall be eligible to serve more than four consecutive terms.

Section 4. Duties and Responsibilities of Directors.

A. The Talkeetna Community Council, Inc. Board of Directors shall manage the affairs of the Talkeetna Community Council, Inc. and shall act for and represent the members of the Corporation. The Board, upon the written request of ten or more members may bring up any decision of the Board for review. 

B. All official Talkeetna Community Council, Inc. statements, written or oral, must be authorized by the Board of Directors. Any written correspondence should be reviewed by the Chair prior to sending. In the event the Chair writes the letter or is unavailable, the Co-Chair or other officer shall review the document.

Section 5. Officers.

A.  At the start of business at the annual meeting in December, officers of the Board shall be elected by the Board by secret ballot to serve for one year; their term of office shall begin immediately.

B.  The Chairperson shall preside at all meetings of the Talkeetna Community Council, Inc. Board and shall exercise general supervision and guidance over the affairs of the Council. The Chairperson shall also ensure that the business of the Council is conducted in accordance with these Bylaws. The Co-Chairperson shall assume the duties of the Chairperson in the Chairperson's absence or upon the Chairperson's request. In the event of the absence of both the Chairperson and Co-Chairperson, the Secretary, or the Treasurer in the event of the Secretary's absence, shall chair the meeting.

C.  Duties of the Secretary. An accurate record of all Talkeetna Community Council, Inc. Board of Directors meetings shall be maintained, recorded with the Borough, and posted on the Council's bulletin board at the Talkeetna post office. A permanent record of all correspondence received or issued by the Board will be kept.  Recording of correspondence and minutes shall be the responsibility of the Secretary but may be performed on a rotating basis by members of the Board as designated at each meeting.

D.  Duties of the Treasurer. An accounting of the financial status of the Talkeetna Community Council, Inc. shall be maintained. Financial reports shall be made as necessary at regular monthly Board meetings. An annual financial report shall be prepared by the Treasurer and presented at the annual meeting in December.

Section 6. Vacancies.

A. If a Board member moves out of the Council area, passes away, or resigns, that Board position shall immediately become vacant. A vacancy may also occur by action of the Board if one of its members has more than two consecutive absences at regular Board meetings or more than four absences in a 12 month period.

B. In the event of a vacancy of a Board position, nominations for candidates to fill that position will be accepted beginning at the next regular monthly Board of Directors meeting and until the start of business at the succeeding regular meeting. At that time, the remaining Directors will elect a new interim Director by secret ballot. This Director's term becomes effective immediately and will continue until the start of business at the next annual meeting in December.

C. The vacated Board position shall be filled by ballot of the general membership at the next Talkeetna Community Council, Inc. election in November. If the term of the vacated seat(s) would normally have extended for another year past the election, the candidates shall be listed in order of the votes received. After all the other seats for which the terms of office had expired have been filled, the candidate(s) with the next highest number of votes shall fill the vacated seat(s) for the duration of the unexpired term.

Article V: Meetings

Section 1. A quorum of at least four Directors must be present to conduct business at any meeting of the Talkeetna Community Council, Inc. A roster of all attendees at any meeting of the Council shall be maintained and an opportunity for public input shall be included on the agenda.

Section 2. All Talkeetna Community Council. Inc. Board of Directors meetings shall adjourn no later than 10:30 p.m. unless otherwise agreed upon by a majority of those present. Adjournment becomes mandatory at 12:00 midnight. If all business of the Board is not completed by 12:00 midnight, the meeting shall be continued on another day with not less than 2 days public notice.

Section 3. The regular meetings of the Talkeetna Community Council, Inc. Board of Directors shall be held on the first Monday of each month unless otherwise ordered by the Board. The regular meeting in December shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. Notice of these regularly scheduled meetings shall be posted at no less than two locations of general public access.

Section 4. An agenda shall be posted on the Talkeetna Community Council, Inc. bulletin board at the Talkeetna post office at least two days prior to the regular monthly Board meeting.

Section 5. Special meetings may be called by the chairperson or any two members of the Talkeetna Community Council. Inc. Board, or upon the written request of at least ten members of the general membership. The purpose of the meeting shall be stated in the call. No business shall be transacted except that mentioned in the call of the special meeting. Notice of any special meetings shall be posted with at least seven days' notice at no less than two locations of general public access, and each Director notified by telephone or by mail. In the event of time-sensitive issues, special meetings will be permitted with no less than 3 days' notice and with compliance with the above-mentioned conditions.

Article VI: Committees

Section 1. Committees shall be established and dissolved by the Talkeetna Community Council, Inc. Board as deemed necessary. One such committee would be the yearly Nominating Committee.  All committees are advisory to the TCCI Board.  Recommendations are presented to the Board for action.  Each active committee will report at the regular monthly Talkeetna Community Council, Inc. Board meetings.  The Talkeetna Community Council, Inc. Board of Directors Chairperson shall be an ex officio member of all committees except the Nominating Committee.  

Section 2.

1.  Ad hoc Committees:  Membership in ad hoc committees shall be open to any interested person. Chairpersons must be a member of the Talkeetna Community Council, Inc. and may be appointed by the Board or selected by the committee members and confirmed by the Board.

2. Standing Committees:  Standing committees, such as the Talkeetna Parks Advisory Committee (TPAC), shall either establish their own by-laws which are subject to approval by the TCCI Board, or operate the same as ad hoc committees as described in 2A. 

Article VII: Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Talkeetna Community Council, Inc. in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Corporation may adopt.

Article VIII: Amendment of Bylaws

Section 1. The Talkeetna Community Council, Inc. Board of Directors shall appoint a Bylaws Committee to review any requests to amend these Bylaws.

Section 2. Proposed amendments must be posted for at least 60 days on the Talkeetna Community Council, Inc. bulletin board in the Talkeetna post office, and the proposed changes concurrently read at two successive regular monthly Board of Directors meetings.

Section 3. Once these conditions have been met, these Bylaws may be amended by a two-thirds affirmative vote of those Talkeetna Community Council, Inc. members present at the next regular monthly Board of Directors meeting after the changes have been read.

Article IX: Dissolution

Upon dissolution of this Corporation, all assets shall be distributed to a tax-exempt organization(s) of similar purpose, in accordance with section 501(c)(3) of the Internal Revenue Code.

This full revision to the bylaws was adopted by the Talkeetna Community Council, Inc. June 1, 2020