WSCA By Laws
BY-LAWS OF WASHINGTON SCHOOL COUNSELOR ASSOCIATION
ARTICLE I - NAME
Section 1. The name of this organization shall be the Washington School Counselor Association, hereinafter referred to as WSCA or the Association.
ARTICLE II - PURPOSES
Section 1. WSCA is a professional organization which represents school counselors in Washington State. WSCA is a division of the American School Counselor Association. It is organized and shall be operated exclusively for the following purposes:
(a) To engage exclusively in charitable, scientific and educational purposes within the meaning of Sections 170(c)(2)(B), 501(c)(3), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code. The WSCA's mission is to promote best practices in, and advocate for, professional school counseling.
(b) To engage in any and all other lawful purposes that are permitted by the Washington Nonprofit Corporation Act so long as such purposes do not otherwise violate or exceed those purposes permitted by a private foundation under the Internal Revenue Code.
ARTICLE III - MEMBERSHIP
Section 1. This Corporation shall include four types of membership: Professional, Retired, Student, and Affiliate.
Section 2. Rights and Privileges.
All members shall receive the rights and privileges accorded their membership categories. Professional, Retired and Student members may vote on all matters coming before the members of the Corporation. Only Professional and Retired members shall be eligible for election to the Governing Board of WSCA.
Section 3. Requirements for membership:
a. Professional Membership. School counseling professionals who hold a masters degree or higher in counseling or the substantial equivalent and meet the requirements set forth in WSCA policies/procedures that address membership are eligible for Professional membership and shall receive all the rights and privileges as set forth in WSCA policies/procedures and bylaws.
b. Retired Membership. School counseling professionals in retirement who meet the requirements set forth in WSCA policies/procedures that address membership are eligible for Retired membership and shall maintain all the rights and privileges of Professional membership as set forth in WSCA policies/procedures and bylaws.
c. Student Membership. Students who meet the requirements set forth in WSCA policies/procedures that address membership are eligible for Student membership and shall receive all the rights and privileges as set forth in WSCA policies/procedures and bylaws.
d. Affiliate Membership. Individuals interested in counseling, not eligible for any other type of membership, may become Affiliate members as set forth in WSCA policies/procedures that address membership and shall receive all the rights and privileges as set forth in WSCA policies/procedures and bylaws.
ARTICLE IV - DUES
Section 1. Dues, fees and assessments shall be in such amount as established from time to time by the Board of Directors.
ARTICLE V- BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the President, Immediate Past President, President-Elect, Secretary, Treasurer, four Level Directors representing Post-Secondary, High School, Middle/Jr. High, and Elementary School levels, and a Graduate Student Representative elected by the membership at the Annual Meeting or by mail ballot procedures as developed by the Board of Directors. Any Professional or Retired Member is eligible to serve as director.
Section 2. Officers and Directors shall take office on July 1 following their election.
Section 3. No elected or appointed member of the Board of Directors may serve more than three consecutive two-year terms as a director. A one-year waiting period shall be required before a member is again eligible for re-appointment or re-election. A member appointed to serve six (6) months or less of the unexpired term of a member of the Board of Directors shall be eligible to serve as a member for a maximum of three additional, consecutive two-year terms.
Section 4. An elected officer or Director may be removed from office, for cause, by a two-thirds majority vote of the Board of Directors. At the discretion of the Board, a due process committee may be appointed to review all charges and make recommendations. This committee shall complete its assignment and submit a final report within 30 days after appointment. Any vacancy on the Board of Directors shall be filled by the Board for the unexpired portion of the term.
Section 5. The Board of Directors shall meet no fewer than four times each fiscal year, times and places as may be designated. Meetings may be called at any time by the President and shall be called by the President on written request of one-third (1/3) of the members of the Board of Directors, provided they have specified a purpose for the meeting. At least ten (10) days written notice of any meeting of the Board of Directors shall be given to each director. A quorum for any meeting of the Board of Directors shall consist of two thirds of its members.
Section 6. Notwithstanding the provisions of Section 5, the Board of Directors may, by majority vote, waive the ten (10) day notice requirement. The Board of Directors may vote by mail ballot, facsimile transmission or telephone poll under such terms and conditions as they may authorize and as permitted by Washington State law.
ARTICLE VI - OFFICERS
Section 1. There shall be five elected officers of the Association; a President, an Immediate Past President, a President-Elect, a Secretary and a Treasurer. All shall be elected by the membership. Each elected officer shall serve for a two year term beginning July 1 following the election.
Section 2. The President shall be the chief elective officer of the Association, shall preside at all membership meetings, Executive Committee and the Board of Directors and shall be an ex-officio member of all committees.
Section 3. The President-Elect shall preside at all meetings of the membership and the Board of Directors in the absence of the President.
Section 4. The Secretary shall assure that minutes of Annual and Special Meetings and of meetings of the Board of Directors are kept, that necessary records of the Association are maintained according to Washington State law and Association policies that the corporation is maintained in accordance requirements of Washington State, and shall serve as signator to legal and financial documents as required.
Section 5. The Treasurer shall supervise the management of WSCA funds which shall be kept in a depository approved by the Board of Directors and shall furnish such security for the faithful discharge of his/her duties as may be required by the Board of Directors; shall make periodic written reports to the Board of Directors and membership as directed by the Board; shall have the power to disburse funds of the Association as shall be required in the conduct of its affairs; and shall be empowered to delegate this duty to such officer, staff person or other representative of the Association as authorized by resolution of the Board of Directors.
ARTICLE VII - MEETINGS AND QUORUMS
Section 1. The Annual Meeting shall be held on a date and at a time and place to be designated by the Board of Directors. At least four weeks written notice of the time and place of the Annual meeting shall be sent to each member.
Section 2. Special meetings of the membership may be called by the President and shall be called by the President upon the request of a majority of the Board of Directors. At least four weeks written notice of any Special Meeting, including a statement of the purpose for which the meeting is called, shall be sent to each member.
Section 3. A quorum for any Annual Meeting shall consist of not less than ten (10) percent of the voting membership.
Section 4. A quorum for any Special Meeting shall consist of ten (10) percent of the voting members, when present in person or by proxy. All members shall be notified of the time, place and the matters to be considered at the Special Meeting at least four weeks in advance. Any actions taken at the Special Meeting without such prior notice to the members shall not be final until confirmed at the next Annual Meeting or at a subsequent Special Meeting following due notice of the action considered.
Section 5. At Association meetings, all members shall be entitled to the privilege of the floor and to participate in the discussions, but only Professional and Retired Members may vote.
Section 6. By majority vote of an established quorum, the members shall ratify the actions of the Board of Directors taken from the date of the previous Annual Meeting.
ARTICLE VIII - RESIGNATIONS, DELINQUENCIES AND EXPULSIONS
Section 1. Any member may resign from the Association by writing to the President, but this resignation shall not relieve the member from liability for dues accrued and unpaid at the time such resignation is filed.
Section 2. The Board of Directors may revoke the membership of any member delinquent in the payment of dues by more than ninety (90) days.
Section 3. The Board of Directors may, by a two-thirds (2/3) vote of those present, reprimand, suspend, remove from office, or terminate the membership or modify the designation of any member, elected officer or director who in its judgment has violated these By-Laws, or who has been guilty of conduct detrimental to the best interests WSCA, or who has been guilty of refusal or willful neglect to comply with any order or decision of the Board of Directors. Prior to the meeting at which such vote is taken, the member shall be given advance notice of the charge and an opportunity to appear and contest the allegation; however, such action by the Board shall be final and any termination of membership or designation shall cancel all rights, interests and privileges of such member, elected officer or director in the services and resources of the Association.
ARTICLE IX - COMMITTEES
Section 1. Standing Committees:
a. The Professional Recognition Committee shall develop policies/procedures for approval by the Board and conduct Professional Recognition activities.
b. The Ethics Committee shall serve as a support to the Board and Membership in the interpretation of the ASCA Ethical Standards for School Counselors and serve in the role as both a leader and consultant regarding the application of the standards and ethical practice for professional school counselors.
c. The Nominating Committee shall determine individuals to be recommended for election by the members at the Annual Meeting. The Immediate Past President shall chair the Committee.
d. The Advocacy Committee develops policies/procedures for approval by the Board; advises Legislative and Educational policy makers, collaborates with WSCA stakeholders, and communicates with WSCA members in accordance with WSCA policies and procedures.
Section 2. The Board of Directors may create other committees and work groups as necessary to carry out the purposes and objectives of the Association. Members of all committees shall be appointed by the President with the approval of the Board of Directors.
Section 3. Other Appointments.
a. The Board may appoint additional positions as necessary to carry out the purpose and objectives of the Association.
ARTICLE X - GENERAL PROVISIONS
Section 1. The fiscal year of the Chapter shall be from July 1 to June 30.
Section 2. The rules of procedure for conduct of meetings of the membership, the Board of Directors, and committees shall be those contained in the most recent edition of Robert's Rules of Order except as otherwise provided in the Articles of Incorporation or these Bylaws.
ARTICLE XI - INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. No officer, director or former officer or director of the Association shall be personally liable to the Association or its members for monetary damages for any conduct as an officer or director; provided, however, that this section shall not eliminate or limit liability for acts or omissions that involve intentional misconduct or a knowing violation of law by an officer or director or for any transaction from which the officer or director will personally receive a benefit in money, property, or services to which he/she is not legally entitled; and provided, this limitation shall not eliminate or limit the liability of an officer or director for any act or omission prior to the date when this provision becomes effective.
Section 2. Each officer or director shall be indemnified by the Association against all expenses reasonably incurred by him/her in connection with an action, suit or proceeding to which he/she may be a party defendant or with which he/she may be threatened by reason of his/her being or having been a director or officer of the Association or by reason of having acted pursuant to a resolution of the Board of Directors, but an officer or director shall not be indemnified for any matter for which he/she is held liable for gross negligence or misconduct in the performance of his/her duties. The term "expenses" includes the amount paid in satisfaction of a judgment or in the settlement of a claim if the settlement is approved by a majority of the members of the Board of Directors other than those involved or by a majority of the members of a committee of five or more members of the Association who are not officers or directors so involved appointed by the President, subject to the approval of the Board. The right of indemnification under this article shall not exclude any other right to which an officer or director may be entitled nor restrict the Association's right to indemnify or reimburse an officer or director in a proper case even though not specifically provided for herein.
Section 3. The Association shall maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under Washington State Law.
ARTICLE XII - AMENDMENTS
The power to alter, amend or repeal these By-Laws, in whole or in part, is vested in the Board of Directors. Amendments shall be submitted to the Board of Directors no less than 30 days prior to their approval at a regular or special meeting of the Board.
ARTICLE XIII – DISSOLUTION
Upon dissolution of the Association, none of its property shall be distributed to any of its members. After paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to a nonprofit fund, foundation or organization which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code or as otherwise permitted by the Articles of Incorporation.