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WSAMA Bylaws

AMENDED BYLAWS

OF

WASHINGTON STATE ASSOCIATION OF MUNICIPAL ATTORNEYS

(A Washington Not for Profit Corporation)

(As last amended May 2, 2018)


ARTICLE I

OFFICES

The principal office of the corporation, the Washington State Association of Municipal Attorneys (WSAMA), shall be located at 2601 Fourth Avenue, Suite 800, Seattle, WA 98121-1280. WSAMA may have such other offices within or without the State of Washington as the Board of Directors (Board) may determine from time to time.

ARTICLE II

MEMBERS

Section 1. WSAMA Members.

A. A person may become a member of this association if he or she satisfies all of the following conditions:

i. Is admitted to the practice of law in the State of Washington;

ii. Pays annual dues, if any, as may be fixed and determined by the Board and approved by the membership at its annual meeting; and

iii. Serves, by election, appointment, employment, or contract, as a city attorney or prosecutor or assistant or deputy city attorney or prosecutor for any city or town within the State of Washington.

B. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

Section 2. Associate Members.

A. The following may become associate members of WSAMA subject to disapproval by the Board and payment of the dues, if any, prescribed by the Board for associate membership:

i. Any attorney admitted to the practice of law in the State of Washington but otherwise not qualified to be a member;

ii. Any officer or employee of the State of Washington or any of its municipal corporations or political subdivisions; or

iii. Any attorney who represents a city or other municipality of any other state of the United States of America, or city or other municipality of any province of Canada.

B. Associate members are not entitled to: vote or take other member action; receive notice provided to members; or serve as a WSAMA director or officer.

Section 3. Other Classes of Membership. The Board may establish other classes of non-voting members and the dues therefor. All membership must be consistent with WSAMA's purposes as stated in the Articles of Incorporation.

Section 4. Provisions Applicable To All Classes of Membership. For the purposes of this Section 4 of this Article, 'member' and variations thereof refer to every person within every class of membership.

A. WSAMA encourages diversity in membership and participation in WSAMA activities. Diversity includes age, years in practice, gender, ethnicity, sexual orientation, geographic location, and nature of practice (civil or criminal, employee or contract attorney, size of office).

B. Each member shall support the purposes of WSAMA as stated in WSAMA's Articles of Incorporation.

C. The membership of any member shall automatically terminate when the member no longer meets the qualifications of membership.

D. The Board, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member after an appropriate hearing.

E. Any member may resign by filing a written resignation with the Secretary-Treasurer.

F. Membership is not transferable or assignable.

ARTICLE III

MEETINGS OF MEMBERS

Section 1. Annual Meeting. An annual meeting of the members shall be held during WSAMA's annual spring conference. The purpose of the annual meeting is to elect officers and directors and for the transaction of such other business as approved by the Board.

Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board, or not fewer than one-tenth of the members having voting rights at a place designated by the Board. If no designation is made, the place of meeting shall be WSAMA's principal office.

Section 3. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered personally, by mail, or by email to each member entitled to vote at such meeting, not fewer than 10 or more than 50 days before the date of such meeting, by or at the direction of the President, the Secretary-Treasurer, or the officers or persons calling the meeting. In case of a special meeting, or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on WSAMA's records, with postage thereon prepaid.

Section 4. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by attorneys representing at least 75% of the cities and towns of the State of Washington and filed with the Secretary-Treasurer.

Section 5. Transaction of Business Meetings - Quorum. At the annual meeting, any action that may be taken at a meeting may be taken by a majority of the members voting at that meeting. At any other meeting, members holding at least 40% of the votes that may be cast at such meeting shall constitute a quorum. If a quorum is not present, a majority of the members present may adjourn the meeting from time to time without further notice.

The Board may permit voting by any combination of mail, email, or proxy on any particular action that may be taken at a meeting. A copy of the Board's decision allowing such voting shall be delivered personally, by mail, or by email to each member no later than seven days in advance of the vote. Delivery shall be deemed to be effected when deposited in the mail or when sent electronically in accordance with contact information in WSAMA's records.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. General Powers. WSAMA's affairs shall be managed by its Board.

Section 2. Number, Selection, Term. The Board shall consist of 11 members: the four officers designated in Article V, the immediate Past President, and six other members. Except for the immediate Past President and the Secretary-Treasurer, the directors shall be elected at the annual meeting from the membership as follows:

The President, First Vice President, and Second Vice President shall be elected at each annual meeting of the members; and

Three of the remaining directors shall be elected at the annual meetings of the members in even-numbered years, and the other three remaining directors shall be elected at the annual meetings of the members in odd-numbered years.

Except for the Secretary-Treasurer, the terms of the directors shall be as follows:

The immediate Past President shall serve a term of one year, until the next annual meeting of the members and the qualification of a successor;

The other three officers designated in Article V shall each serve a term of one year, until the next annual meeting of the members and the election and qualification of their successors; and

The remaining six directors shall each serve a term of two years, until the second annual meeting of the members after their election and the election and qualification of the director's successor.

Section 3. Regular Meetings. There shall be four regular meetings of the Board each year, on approximately a quarterly basis. The first shall be denominated the "winter" board meeting and be held on a Friday between January 15 and February 15 at WSAMA's principal office. The second shall be denominated the "spring" Board meeting, and be held during, immediately before, or immediately after and at the same place as WSAMA's annual spring conference. The third shall be denominated the "summer" board meeting, and be held on a Friday in July or the first two weeks of August at WSAMA's principal office. The fourth shall be denominated the "fall" meeting and be held during, immediately before, or immediately after and at the same place as WSAMA's annual fall conference. The Board may change the time, date, or place of any quarterly Board meeting. Directors may participate in a regular meeting in person, by telephone conference call, video conference, or other electronic means allowing concurrent communication with other participating directors.

Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the President, Secretary-Treasurer, or any two directors, and shall be held at WSAMA's principal office or at such other place as the Board may determine, by telephone conference call, video conference, email, or other electronic means. A special meeting may be held over a period of time for purposes of voting or ongoing discussion. The length of the period for voting or discussion at a special meeting held over a period of time shall be set by the President or his/her designee and announced prior to or during the meeting.

Section 5. Informal Action by Directors. Notice of any special meeting shall be given at least two days in advance to each director either by actual notice, mail, or email. Mailed notice shall be deemed delivered three calendar days after it is sent. Any director may waive notice of any meeting. The business for the meeting need not be specified in the notice, unless otherwise required.

Section 6. Notice. Any action required by law to be taken at a meeting of directors, or any action that may be taken at a meeting of the Board, may be taken without a meeting if a reasonable attempt is made to provide all directors advance notice of the proposed action and a majority of the directors consent to informal action on a specified topic. Such consent may be given in writing, by telephone, by email, or other electronic means so long as the Secretary-Treasurer determines that the majority of directors have consented and reports the means by which the consent was given.

Section 7. Quorum. A majority of the Board present shall constitute a quorum for the transaction of business at any meeting of the Board. A director shall be deemed present at a meeting if the director participates in person or, as appropriate for that type of meeting, by telephone conference call, video conference, email, or other electronic means. If fewer than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8. Board Decision. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.

Section 9. Vacancies. With the exception of the position of immediate Past President, the Board shall fill any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of directors or a director’s acceptance of an office or other position on the Board having a lesser term. A director appointed to fill a vacancy shall serve for the unexpired term of the director's predecessor in office.

Section 10. Board Positions on Pending State Legislation. The Board shall not engage in lobbying, as that term is defined in RCW Chapter 42.17A, as now or hereafter amended. The Board may take a position on pending legislation before the state legislature or on pending rules or standards before a state agency for the purpose of communicating such a position to the Association of Washington Cities (AWC) and/or to WSAMA's members. The position taken shall be considered a position of the Board and not of WSAMA or its members.

Section 11. Access to Member Discussion Forums. Access to any WSAMA discussion forum (including, but not limited to, a WSAMA-controlled listserv or website) is at the sole discretion of the Board.

ARTICLE V

OFFICERS

Section 1. Officers.

A. WSAMA's elected and appointed officers shall be President, First Vice President, Second Vice President, and Secretary-Treasurer. The President, First Vice President, and Second Vice President shall be elected annually by WSAMA's members present at the annual meeting. Except as otherwise provided in these Bylaws, officers shall be members of WSAMA.

B. The Secretary-Treasurer shall be appointed by and serve at the pleasure of the Board.

Section 2. Term of Office. The term of office of each officer shall be as provided in Section 2 of Article IV.

Section 3. Removal. Any officer may be removed by the Board whenever in its judgment: WSAMA's best interests will be served thereby; or the officer no longer qualifies for WSAMA membership. Such removal will be without prejudice to contract rights, if any, of the officer so removed.

Section 4. Vacancies. An elective office shall become vacant on the happening of any of the following events:

A. The death of the incumbent;

B. The officer's resignation (a vacancy caused by resignation shall be deemed to occur upon the effective date of the resignation); or

C. The officer's removal.

Section 5. Powers and Duties.

A. Duties of the President. The President shall: preside at all meetings of the membership and Board; when authorized to do so, execute with the Secretary-Treasurer any or all instruments of negotiation; and shall carry out any other duties delegated to the President by the Board.

B. Duties of the First Vice President. The First Vice President shall: in the absence or disability of the President, have and exercise all the powers and perform all the duties as granted to the President; assist the President; and exercise such other powers and perform such other duties as may be prescribed by the Board.

C. Duties of the Second Vice President. The Second Vice President shall: in the absence of the President and the First Vice President, have and exercise all the powers and perform the duties granted to the President and First Vice President; and exercise such other powers and perform such other duties as may be prescribed by the Board.

D. Duties of the Executive Secretary-Treasurer. It shall be the duty of the Secretary-Treasurer, under the direction of the Board and in consultation with the President, to: administer WSAMA's day-to-day affairs; issue such notices and bulletins as directed by the President or Board; keep records of membership; have charge of all of WSAMA's official papers and communications; keep an annual actual record of all meetings, regular or special; keep and make written minutes of said meetings; and perform such other duties as may be delegated to the Secretary-Treasurer by the President or Board.

E. Additional duties and powers.In addition to the duties set forth in this section, the several officers themselves have such power and shall perform such additional duties as may from time to time be specified by the Board. The Board may require any officer to post such bond in an amount as the Board determines, at WSAMA's expense.

Section 6. Executive Secretary-Treasurer Duties May Be Performed By Contract. In lieu of, or in addition to, filling the position of Secretary-Treasurer, the Board may elect to have some or all duties of that position performed by contract.

ARTICLE VI

COMMITTEES

Section 1. Standing Committees. The Board may designate one or more standing committees, each of which shall include one or more directors.

Except as otherwise provided by the Board, members of each such committee shall be WSAMA members (for purposes of this Article VI, "members" and variations thereof refer to persons within any class of membership), and the President shall appoint the chair and members. The composition of each committee shall be reviewed at least annually to determine if changes or additions are appropriate. Any committee member may be removed by the Board whenever, in its judgement, WSAMA's best interests shall be served by such removal.

Section 2. Select Committees. The Board may create select committees as the need arises. The President shall appoint a member of the Board to chair each such committee, and the chair shall submit a proposed list of members to the President for approval. Any committee member may be removed by a majority vote of the Board whenever, in its judgment, WSAMA's best interests shall be served by such removal. The Board shall review the continued need for select committees at least annually.

One such select committee shall be a committee on nominations whose duty it is to present to the annual meeting a list of nominees for election as officers and directors. The committee shall place in nomination at least one name each for President, First Vice President, and Second Vice President, and at least one name each for the other Board positions to be elected.

Section 3. Civil Topics Committee. There shall be a standing committee on civil topics whose duty it is to develop a list of proposed civil topics and speakers for upcoming conferences. The committee shall submit the proposed topics to the Board for consideration at a meeting to be held prior to the particular conference.

Section 4. Criminal Topics Committee. There shall be a standing committee on criminal topics whose duty it is to develop a list of proposed criminal topics and speakers for upcoming conferences. The committee shall submit the proposed topics to the Board for consideration at a meeting to be held prior to the particular conference.

Section 5. Legislative Committee. There shall be a legislative standing committee whose duty it is to provide advice to the AWC on legislation of interest to cities and towns. The committee shall be assisted by a network of attorneys who may be available to assist AWC by testifying on specific measures before the legislature. The members of the committee shall not, on behalf of WSAMA, engage in lobbying, as that term is defined in RCW Chapter 42.17A, as now or hereafter amended.

Section 6. Amicus Curiae Committee. There shall be a standing amicus curiae committee whose duty it is to: review requests for amicus curiae assistance from WSAMA; invite volunteers to author such briefs; report to the Board at the spring and fall Board meetings of the pending cases and status of cases; and approve the submission of amicus curiae briefs on behalf of WSAMA. If requested by the President, the committee shall provide informational copies of amicus briefs to the Board. The committee may formulate a set of committee procedures for Board approval.

Section 7. Awards Committee. There shall be a standing awards committee whose duty it is to develop criteria for and make recommendations to the Board for candidates for Life Membership Awards, the Ernest H. Campbell Award, the Outstanding Service Award, and any other award authorized by the Board.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS AND GIFTS

Section 1. Contracts. The Board may authorize any officers, agent, or agents of WSAMA, in addition to one or more of the officers, to enter into any contract or execute and deliver any instrument in the name of and on behalf of WSAMA, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of WSAMA, shall be signed by such officer or officers, or agent or agents of WSAMA, and in such manner as shall from time to time be determined by the Board.

In the absence of such determination by the Board, such instruments shall be signed by the Secretary-Treasurer or designee, and countersigned by the President or First Vice President.

Section 3. Deposits. In the absence of such determination by the Board, such instruments shall be signed by the Secretary-Treasurer or designee, and countersigned by the President or First Vice President.

Section 4. Gifts. The Board may accept on behalf of WSAMA a gift, bequest, or devise for any purpose of WSAMA.

ARTICLE VIII

BOOKS AND RECORDS

WSAMA shall keep: correct and complete books and records of account, minutes of the meetings of the members, Board, and committees exercising any of the Board's authority; and at the principal office, a record giving the names and addresses of directors, officers, and members. Any member, or a member's agent or attorney, may inspect all of WSAMA's book and records for any proper purpose at any reasonable time.

ARTICLE IX

FISCAL YEAR

WSAMA's fiscal year shall begin on January 1 of each year and end at midnight on December 31 of that year.

ARTICLE X

AMENDMENT OF BYLAWS

The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board at any regular or special meeting, if written notice of the proposal to alter, amend, repeal, or adopt new Bylaws is delivered by email, personally, or by mail to each Board member at least 10 days in advance of the meeting. If mailed, the delivery shall be deemed to be effected when deposited in the United States mail addressed to the Board member at the Board member's address as it appears on WSAMA's records, with postage thereon prepaid. Notice of the Board's alteration, amendment, repeal, or adoption of the Bylaws shall be promptly mailed or emailed to each WSAMA member.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1. Right of Indemnification.

A. This section and all of the following sections relating to indemnification shall apply only to the extent that the Board has approved such action. Said meeting shall be preceded by a written proposal distributed to all Board members at least 10 days in advance of the meeting. Approval of the action must be pursuant to a finding by the Board that the proposed indemnitee has met the standards of conduct required for indemnification by WSAMA as set forth in RCW 23B.08.510, or successor statute. However, nothing in this section shall restrict the duty of WSAMA or its Board to provide indemnification to an indemnitee who is legally qualified, up to the maximum amount provided for that purpose through one or more policies of insurance as provided in this Article.

B. Each qualified person shall be indemnified and held harmless by WSAMA, to the full extent permitted by applicable law as then in effect, against all liability, and such indemnification shall continue as to a qualified person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators.

i. For purposes of this Subsection 1(B) of this Article, "qualified person" means one who was, or is threatened to be made, a party to or is otherwise involved in (including, without limitation, as a witness) any actual or threatened action, suit, or proceeding (whether civil, criminal, administrative, or investigative) because he or she is or was a director, officer, employee, or agent of WSAMA or,

while a director, officer, employee, or agent, he or she is or was serving at the request of WSAMA as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans,

whether the basis of such action, suit, or proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent.

ii. For purposes of this Subsection 1(B) of this Article, "liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred. Without limitation, "liability" includes reasonable attorney's fees, judgments, fines, ERISA excise taxes or penalties, and amounts to be paid in settlement.

C. Except as provided in Section 2 of this Article with respect to proceedings seeking solely to enforce rights to indemnification, WSAMA shall indemnify any qualified person seeking indemnification in connection with a proceeding, or part thereof, initiated by such person only if such proceeding, or part thereof, was authorized by the Board.

D. The right to indemnification conferred in this Section 1 of this Article shall be a contract right and shall include the right to be paid by WSAMA the expenses incurred in defending any such proceeding in advance of its final disposition. However, the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to WSAMA of an undertaking, by or on behalf of the qualified person, to repay all amounts so advanced if it shall ultimately be determined that such qualified person is not entitled to be indemnified under this Section 1 or otherwise.

Section 2. Right of Claimant to Bring Suit.

If a claim for which indemnity is required under Section 1 of this Article is not paid in full by WSAMA within 60 days after a written claim has been received by WSAMA (except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be 20 days), the claimant may at any time thereafter bring suit against WSAMA to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to WSAMA), and thereafter WSAMA shall have the burden of proof to overcome the presumption that the claimant is not so entitled.

Section 3. Non-exclusivity of Rights.

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, or vote of the members.

Section 4. Insurance, Contracts, and Funding.

WSAMA may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of WSAMA or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability, or loss, whether or not WSAMA would have the power to indemnify such person against such expense, liability, or loss under the Washington Business Corporation Act, as it has been made applicable to nonprofit corporations. WSAMA may, without further membership action, enter into contracts with any director, officer, employee, or agent of WSAMA in furtherance of the provisions of this Article and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

Section 5. Nothing in this Article shall be construed to give an officer, director, employee, or agent of WSAMA a right to be indemnified in an action brought by WSAMA against the officer, director, employee, or agent.