WSCA By Laws
ARTICLE II - MEMBERSHIP
ARTICLE II, SECTION I. This Association shall include four types of membership: Professional, Retired, Student, and Affiliate.
ARTICLE II, SECTION III. Rights and Privileges.
ARTICLE III - DUES
ARTICLE III, SECTION I. Dues, fees and assessments shall be in such amount as established from time to time by the Governing Board.
ARTICLE IV- GOVERNING GOVERNING BOARD
ARTICLE IV, SECTION I. The Governing Board shall consist of the President, 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 Governing Board. Any Professional or Retired Member is eligible to serve as director.
ARTICLE IV, SECTION II. Officers and Directors shall take office on July 1 following their election.
ARTICLE IV, SECTION III. No elected or appointed member of the Governing Board 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 Governing Board shall be eligible to serve as a member for a maximum of three additional, consecutive two-year terms.
ARTICLE IV, SECTION IV. An elected officer or Director may be removed from office, for cause, by a two-thirds majority vote of the Governing Board. 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 Governing Board shall be filled by the Board for the unexpired portion of the term.
ARTICLE IV, SECTION V. The Governing Board 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 Governing Board, provided they have specified a purpose for the meeting. At least ten (10) days written notice of any meeting of the Governing Board shall be given to each director. A quorum for any meeting of the Governing Board shall consist of two thirds of its members.
ARTICLE IV, SECTION VI Notwithstanding the provisions of Section 5, the Governing Board may, by majority vote, waive the ten (10) day notice requirement. The Governing Board 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 V - OFFICERS
ARTICLE V, SECTION I. There shall be five elected officers of the Association; a President, a 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.
ARTICLE V, SECTION II. The President shall be the chief elective officer of the Association, shall preside at all membership meetings, Executive Committee and the Governing Board and shall be an ex-officio member of all committees.
ARTICLE V, SECTION III. The President-Elect shall preside at all meetings of the membership and the Governing Board in the absence of the President.
ARTICLE V, SECTION IV. The Secretary shall assure that minutes of Annual and Special Meetings and of meetings of the Governing Board 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 signatory to legal and financial documents as required.
ARTICLE V, SECTION VI. The Treasurer shall supervise the management of WSCA funds which shall be kept in a depository approved by the Governing Board and shall furnish such security for the faithful discharge of his/her duties as may be required by the Governing Board; shall make periodic written reports to the Governing Board 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 Governing Board.
ARTICLE VI - COMMITTEES
ARTICLE IV, SECTION I. Standing Committees
ARTICLE IV, SECTION II. The Governing Board 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 Governing Board.
ARTICLE IV, SECTION III. Other Appointments.
ARTICLE VII - MEETINGS AND QUORUMS
ARTICLE VII, SECTION I. The Annual Meeting shall be held on a date and at a time and place to be designated by the Governing Board. At least four weeks written notice of the time and place of the Annual meeting shall be sent to each member.
ARTICLE VII, SECTION II. 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 Governing Board. 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.
ARTICLE VII, SECTION III. A quorum for any Annual Meeting shall consist of not less than ten (10) percent of the voting membership.
ARTICLE VII, SECTION IV. 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.
ARTICLE VII, SECTION V. 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.
ARTICLE VII, SECTION VI. By majority vote of an established quorum, the members shall ratify the actions of the Governing Board taken from the date of the previous Annual Meeting.
ARTICLE VIII - RESIGNATIONS, DELINQUENCIES AND EXPULSIONS
ARTICLE VIII, SECTION I. 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.
ARTICLE VIII, SECTION II. The Governing Board may revoke the membership of any member delinquent in the payment of dues by more than ninety (90) days.
ARTICLE VIII, SECTION III. The Governing Board 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 Governing Board. 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 - COMPENSATION AND REIMBURSEMENT OF EXPENSES
Members of the WSCA Governing Board shall not receive any compensation for services, but their necessary expenses shall be paid in accordance with WSCA policies and procedures that address Governance and Finance.
Members of the WSCA Governing Board shall not benefit financially or materially from their service on the Governing Board, in accordance with WSCA policies and procedures that address Governance and Conflicts of Interest.
ARTICLE X - BUSINESS AFFAIRS AND OPERATIONAL STRUCTURE
ARTICLE X, SECTION I. The fiscal year of the Chapter shall be from July 1 to June 30.
ARTICLE X, SECTION II. The rules of procedure for conduct of meetings of the membership, the Governing Board, 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
ARTICLE IX, SECTION I. The Association shall indemnify each member of the Governing Board and each of its officers, as described in Article V for the defense of civil or criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.
ARTICLE IX, SECTION II. The Association shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees, actually and necessarily incurred or imposed as a result of such action or proceedings, or an appeal therein, imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner hereinafter provided that he or she acted in good faith for the purpose which he or she reasonably believed to be in WSCA’s best interests and, in the case of criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if the Association shall be advised by its Governing Board acting (1) by quorum consisting of Governing Board members who are not parties to such section or proceedings upon a finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the Governing Board or officer has met the foregoing applicable standard of conduct. If the undergoing determination is to be made by the Governing Board, it may rely as to all questions of law on the advice of independent legal counsel.
ARTICLE IX, SECTION III. Every reference herein to a member of the Governing Board or officer of the Association shall include every member and officer thereof or former member and officer thereof. This indemnification shall apply to all judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which any WSCA
ARTICLE IX, SECTION IV. 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 – 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.
ARTICLE XIII - AMENDMENTS
The power to alter, amend or repeal these By-Laws, in whole or in part, is vested in the Governing Board. Amendments shall be submitted to the Governing Board no less than 30 days prior to their approval at a regular or special meeting of the Board.