Washington State NENA Chapter
By-Laws
ARTICLE I – ELECTION OF MEMBERS
Section 1. Membership Applications
Applications for membership, and the reporting thereof, shall be executed through the national office.
ARTICLE II – OFFICERS – GENERAL
Section 1. Terms of Office
The term of President shall be one year. The terms of the Vice President-East, Vice President-West, Treasurer and Secretary shall each be for two years. Elected officers shall assume their duties and authorities upon their being installed in office during the annual conference at which they were elected. Officers shall remain in office until the installation of their elected successor or the investiture of their successor, as provided in Section 2 herein.
Section 2. Succession of Office
At each Annual Conference an investiture will be held wherein the person holding the office of Vice President from the alternate geographic area than of the current President, shall succeed to the office of President.
Section 3. Vacancies in Office
3.1 Vacancy in the office of President shall be filled by the Vice President as defined in Section 2., provided that such fulfillment shall be in an acting capacity until the next Annual Conference where the acting President shall be invested in office as President for the new term.
3.2 Vacancy in the offices of Vice President, Secretary, and Treasurer shall be filled by majority vote of the Executive Board, and such approved appointee shall perform his or her duties in an acting capacity until the next annual conference where the person so acting shall be eligible for regular nomination to office.
ARTICLE III – OFFICERS – DUTIES AND AUTHORITY
Section 1. President
1.1 Authority
The President’s power shall include authority to:
A. Carry out duties as delegated in this Article, and those policies duly adopted by the Executive Board, as well as any duties and authority of the Executive Director if there be no Executive Director;
B. Appoint special committees to perform tasks deemed necessary during his/her term of office;
C. Authorize reasonable and proper expense of any member for the purpose of specific Chapter duties;
D. Call any committee into session at any time;
E. Engage any employee or agent, including an Executive Director, in accordance with Article XII of these Bylaws if approved by Executive Board action, and
F. Engage legal counsel in accordance with Article XI of these bylaws if approved by Executive Board Action.
1.2 Duties
In addition to such other authority as he/she may have, the President’s duties shall include the following:
A. Preside at all meetings of this Chapter and/or the Executive Board and serve as Chairperson of the Executive Board;
B. Appoint committees in accordance with Article IV of these Bylaws;
C. Serve as the coordinator of the functions of the Chapter, representing the Executive Board in those matters where he/she has a responsibility in accordance with his/her required duties;
D. Supervise the general conduct, planning, and activity of the annual conference(s), and provide for the official requirements of the Executive Board during these and other meetings of such bodies;
E. Carry out the purposes of this Association as set forth in its Constitution and Bylaws.
1.3 Parliamentary Authority
The President’s parliamentary decision upon the Conference floor shall be final, provided it not be in conflict with the Conference Rules of this Chapter and for other matters by Roberts Rules of Order to the extent practicable.
Section 2. Other Officers
2.1 Vice President – (Eastern – Western)
2.1.1 Authority
It shall be the duty of the Vice President to perform all the duties of the President in his/her absence, or in the event of the President’s inability or refusal to act. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President.
The Vice President shall have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or the Executive Board.
2.1.2 Duties
The Vice Presidents will act in concert to conduct a continuous effort to increase all classes of membership, to arrange for all speakers or other program activities at all meetings, and to increase the revenues of this Chapter in a manner approved by the Executive Board;
2.2 Treasurer
2.2.1 Authority
The Treasurer shall have such duties and exercise such authority as from time to time may be delegated or assigned by the Executive Board.
2.2.2 Duties
A. Establish Banking facilities; prepare checks for the expenditure of funds to cover the Chapter’s indebtedness and deliver them to the President or any other authorized officers, for his/her countersignature.
B. Keep complete records of all monies owed to the Chapter and of expenditures incurred by the Chapter and take all appropriate measure to assure the prompt collection of payment of, and accounting for, Chapter funds;
C. Receive all funds due this Chapter and maintain bank accounts for the orderly processing of all funds, in accordance with Section 5, Paragraph B of this Article;
D. Make a full report of his/her activities at each Annual Conference.
E. Furnish quarterly financial statements containing his/her comments and recommendations to the members of the Executive Board.
2.3 Secretary
2.3.1 Authority
The Secretary shall have such duties and exercise such other authority as from time to time may be delegated or assigned by the Executive Board.
2.3.2 Duties
A. Provide for the notice and keeping of minutes and records of the Annual conference and general meetings of this Chapter;
B. Serve as Historian of the Chapter , coordinate the input and maintain an archives which shall store, list and maintain that which is deemed to be of historical value to the Chapter, including the morgue of all official publications, and may cause to be printed in an official publication information of historical interest to the membership of the Chapter;
C. Maintain the records, files and library of the Chapter and handle its general correspondence; and
D. Serve as the secretary of the meeting(s) of the Executive Board.
Section 3 – Executive Board
3.1 Designation
The Executive Board shall consist of the regularly elected officers, as defined in the Constitution, Article III, currently serving the Association in their designated capacities. The Executive Director, if there be one, shall meet with and serve the Executive Board in an advisory capacity without voting power. The immediate part President shall also be a member of the Executive Board in an advisory capacity without voting power.
3.2 Authority
Authority is hereby provided for the Executive Board, between annual conferences, to perform all functions and do all acts which this Chapter might do or perform except it shall not have the power to amend the constitution and/or Bylaws. Its decision shall be final in matters determined reasonable and proper. It has the power to convene or poll itself by a majority vote. The Executive Board may utilize telephonic conferencing in addition to meeting in person, and any decisions made telephonically shall be as valid and binding as those made otherwise.
3.3 Duties
The duties of the Executive Board are as follows:
A. To report at each annual conference of this Chapter all measure considered during the current year;
B. Make recommendations to the membership on matters published to the membership and/or matters of which the membership has received notice;
C. Supervise all accounts and expenses of the Chapter and review the audit of the accounts of the Executive Director if there be one;
D. Review, modify as necessary, and approve the proposed budget of the Chapter, such budget to show anticipated revenues by source, anticipated expenses and the desired objective and anticipated expenses of any projects that are not a part of the regular activities of the Chapter.
E. To select the site(s) and date(s) of the Annual Conference and to inform the membership thereof.
F. Be responsible for the operation of any publication which the Chapter publishes or sponsors.
3.4 Meetings
The Executive Board shall meet at such times and places as the President shall designate, or as the Board itself may otherwise deem necessary by a majority vote of its members. Reasonable advance notice of such meetings shall be provided in writing to all members of the Executive Board.
3.5 Quorum
A meeting of the Executive Board shall not be official unless attended by a majority of its members.
ARTICLE IV – COMMITTEES
Section 1 – Standing Committees
1.1 Nominating Committee
The President shall appoint the membership of this committee. This committee shall include at least one member from each of the following geographical sections of the state:
Western Washington – Counties of: Clallam, Jefferson, Grays Harbor, Pacific, Cowlitz, Clark, Skamania, Lewis, Thurston, Pierce, King, Snohomish, Skagit, Mason, Kitsap, Island, San Juan, Wahkiakum and Whatcom.
Eastern Washington – Counties of: Okanogan, Chelan, Kittitas, Yakima, Klickitat, Benton, Franklin, Walla Walla, Columbia, Garfield, Asotin, Whitman, Adams, Grant, Douglas, Lincoln, Spokane, Ferry, Stevens, and Pend Oreille.
This committee shall report a slate of nominees for Vice President – Eastern Washington, and Vice President – Western Washington, Treasurer, and Secretary.
The slate of nominees shall be presented to the membership in accord with the election procedure stated in the Constitution Article III, Section 2.3.
Section 2 – Special Committees
Special committees may be appointed by the President as he/she deems necessary for specific tasks. Members of these committees shall serve at the pleasure of the President, and their terms otherwise shall expire concurrently with that of the President.
Section 3 – Duties of Committees
Where not otherwise specified, duties of committees shall be designated by the President.
ARTICLE V – DUES
Section 1 – Dues Rates
The annual dues rates for this Chapter shall be covered by the NENA National Dues as stated in the NENA Bylaws Article V.
Section 2 – Dues Payment Schedule
Membership dues are payable annually.
ARTICLE VI – PROCEDURES
Section 1 – Amendment Procedure
1.1 Statement of Restrictions
The Constitution and/or Bylaws of this Chapter may be amended only by a majority vote of the membership.
1.2 Requirements
A proposal to amend the constitution and/or Bylaws of the Chapter shall be honored from any member.
An amending proposal shall be submitted by the maker in written from to the Executive Board and its format shall in order be:
A. Indication of the name of the maker of the proposal;
B. Indication of the intent of the proposal;
C. Indication of the Annual conference where consideration is desired;
D. Indication of the Article(s), Section(s), and Paragraph(s) of the Constitution and/or Bylaws proposed to be amended;
E. Proposed amending language.
1.3 Drafting of Resolutions
A resolution to amend the Constitution and/or Bylaws of this Chapter shall be based upon the required amending proposal and, with the guidance of the Executive Board, it shall be so devised and drafted. A copy of the draft resolution shall be provided to the maker prior to publication for his/her concurrence.
Participation by the Executive Board in these matters shall not be construed to imply their support of the measures considered therein except when the Executive Board initiates an amending resolution.
1.4 Required Publication
An amending resolution which has been processed in accord with the requirements of Section 1.2 and 1.3 of this Article shall be published and distributed to all members of this Chapter no less than thirty days before the annual Chapter conference for consideration.
1.5 Quorum Revision of Resolutions
A conference quorum may make amendments to a resolution to amend the Constitution and/or bylaws by means of a majority vote on each proposed resolution amendment.
1.6 Effective Date of Amendments
Resolutions passed and adopted by this Chapter in accord with other provisions of the Constitution and/or Bylaws shall be in force and effect upon the adjournment of the annual conference where considered and adopted, provided an exception to this effect is not otherwise contained in the language of the resolution adopted.
Section 2 – Impeachment
A two-thirds majority vote of the active membership present at the Annual Conference, or at a special meeting, shall be required for the removal from office of an officer of this Chapter.
Section 3 – Parliamentary Procedure
Upon any question coming before this Chapter not otherwise specifically provided for in the Constitution and/or Bylaws the president officer shall be governed to the extent practicable by Roberts Rules of Order.
ARTICLE VII – DISBURSEMENT OF ASSETS UPON DISSOLUTION
Section 1 – State of Intent
Should the Chapter be dissolved, all assets shall be distributed to an organization, or organizations, of similar purpose as selected by a two-thirds majority vote of an annual conference quorum, or by the Executive Board if between annual conferences.
ARTICLE VIII – ANNUAL CONFERENCE
Section 1 – Conference Quorum
The members attending a business session of an annual conference shall constitute a Conference Quorum.
Section 2 – Conference Rules
Conference rules may be established by the Executive Board between annual conferences or by a majority vote of an annual conference quorum. The conference rules shall be part and parcel of these Bylaws provided the provisions of Bylaws Article VI, Section 1.5 are waived with respect to the conference rules only.
ARTICLE IX – EMPLOYMENT OF COUNSEL
Section 1. – Employment Procedure
Counsel shall be employed upon a recommendation by the President and approval of the Executive Board. The Executive Board shall stipulate the retainer fee.
Section 2 – Purpose
Counsel shall be employed for the purpose of providing legal advice to the Chapter and for the preparation and presentation of matters before governmental bodies as desired by the Chapter.
ARTICLE X – GRANTS and CONTRIBUTIONS
Section 1 – Application of funds
The President of this Chapter or any member designated by Him/her may make application to any organizations, corporations, agencies, groups or persons for grants or contributions of funds or property for carrying out general or specific purposes of this Chapter.
No application shall be made to, or contribution received from, any person or agency except after a determination by the Executive Board that a grant or contribution to the Chapter would be motivated by the desire to further the purposes of the Chapter and not to derive personal benefit or privilege to the donor.
Section 2 – Acceptance of Grant or Contribution
Any member who may be offered a grant, or contribution, or contract for this Chapter shall immediately notify the President and the Executive Director but no grant or contribution shall be finally accepted by the Chapter except upon approval of the Executive Board. The terms of any such grant or contribution shall be first in writing and signed both on behalf of the Chapter and the donor.
Section 3 – Administration of Funds
Any grant or contribution to the Chapter shall be credited to its general fund unless under the terms thereof a special fund is prescribed. The budgeting, receipt, custody and disbursement of any such grant or contribution shall follow the procedure defined for general funds of the chapter unless provided otherwise in the terms of the grant or contribution and agreed to be the Executive Board.
ARTICLE XI – RETENTION OF PROPERTY INTEREST
Section 1 – Retention of Title
All right, title, and interest, both legal and equitable, in and to property of this Chapter shall remain in the Chapter.
Section 2 – Requirements for Return of Property
Any property of the Chapter in the possession or trust of a member or employee shall be returned immediately to the Chapter in the event of his/her death, resignation, suspensions, or expulsion.
This page was last changed October 22, 1996
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