PREAMBLE
Washington Arms Collectors, a non-profit corporation, hereinafter abbreviated “W.A.C.” or the “corporation,” provides a forum for collectors of arms and their accouterments to exchange these objects and information about them in a setting of fellowship and camaraderie, in order to foster research, education and publication concerning arms and their relationship to history. The corporation also seeks to broaden the interest of the general public in arms collecting. The
corporation fosters the collection, possession and ownership of such objects, consistent with all applicable federal, state and local laws, ordinances, and regulations.
In the pursuit of these activities it is the legal responsibility of each member of W.A.C. to know the limitations of applicable laws, regulations and ordinances. W.A.C. demands that its members obey the laws applicable to arms and their accouterments, and all bylaws and rules of W.A.C., at all organization functions. Infractions of laws, ordinances, corporate bylaws, or rules, by any member at any W.A.C. function may be penalized by action of the Board of Directors or its delegate with sanctions including, but not limited to, expulsion from the function or forfeiture of membership in the corporation.
ARTICLE I. OFFICERS AND THEIR DUTIES
A. The corporation shall have five offices as follows:
1. The President shall be the Chief Executive Officer of the W.A.C. and the Chairman of the Board of Directors (BoD). He or she shall preside at all meetings of the BoD and of the members and shall perform such other duties as ordinarily inure to his or her office. The President shall have such other powers and perform such other duties as the BoD may from time to time determine. He or she shall be an ex-officio member of all committees of the corporation except the Election Committee.
2. The Vice-President shall have all the powers and perform all the duties of the President in the absence of the President and shall have such other powers and perform such other duties as the BoD or the President may from time to time determine. He or she shall also be Vice Chairman of the BoD.
3. Unless determined otherwise by unanimous vote of the BoD, the offices of Secretary and Treasurer shall be occupied by different individuals.
a. The Secretary shall attend and keep minutes of all meetings of the BoD and of the members. When noting approval of previous meetings’ minutes, the dates of such previous meetings shall be included in the minutes. The Secretary shall prepare official corporate notices and reports, including of elections and meetings, and shall perform such other functions not inconsistent with these Bylaws as the BoD may from time to time determine. The Secretary shall maintain permanent files of minutes and shall maintain files of official reports as required by the BoD. The Secretary shall maintain an ongoing database of club policies and rules as created by the BoD, and shall update the same as new policies and rules are added and old ones rescinded or changed. The Secretary shall also maintain the official copy of all procedures manuals developed by Officers, Directors and various committees at the Corporate office for review by any member of W.A.C. The Secretary shall be the Registered Agent of the Corporation. The address of the corporation shall be as determined by the BoD.
b. The Treasurer shall be the Chief Financial Officer in charge of the finances and investments of the Corporation. The Treasurer or Treasurer’s designee shall receive all funds paid to the Corporation and shall deposit them in a bank or banks designated by the BoD. The Treasurer or Treasurer’s designee shall make payments through pre-numbered checks signed in a manner designated by the BoD for expenditures approved by the BoD, Officers, or others having BoD authority to make such approvals. The Treasurer or Treasurer’s designee shall keep journals, ledgers and other books of account as required in accordance with generally accepted accounting principles and sound business practice. The Treasurer or Treasurer’s designee shall prepare current financial statements monthly, including of all designated accounts, and distribute same to the BoD at each regular BoD meeting. Such statements shall also be made available for inspection by any member upon request. The Treasurer may invest Building Fund Accounts in FDIC-insured bank instruments and/or in corporate or municipal debt instruments that are insured by an insurer rated AAA or better by the Best Insurance Ratings Service. All other Corporation bank accounts shall be federally insured, and no balance at any one bank shall exceed insured limits. A nominal petty cash fund may be maintained in an amount determined by the BoD and the Treasurer. The Treasurer shall document all disbursements therefrom by receipt.
c. The Treasurer shall maintain accurate records of W.A.C. business transactions including inventories of assets costing over such dollar amounts as determined by the BoD, and shall supervise the bookkeeper. Financial and other records retention policies shall be determined by the BoD, in accordance with applicable laws and good management practice. Such policies shall be implemented by the Operations Committee in conjunction with the Treasurer, as applicable. The Treasurer shall cooperate with the Audit, Building Fund, and Finance Committees in developing and maintaining accounting procedures, budget development and financial reporting. The Treasurer shall chair the Finance Committee.
4. The office of Immediate Past President (IPP) shall be occupied by the president immediately preceding the current incumbent.
B. Related Provisions:
1. The President, Vice-President and Secretary shall be elected by the membership to serve a term of two years. Such officers may be removed only by a recall election (Art. VII.A), unless they cease to be members in good standing subject to expulsion or suspension as described in Article VII.B.1.a and 2.a. The Treasurer shall be appointed by the BoD to serve a term of one (1) year at the pleasure of the BoD. Removal of the Treasurer prior to the end of his or her term shall require the vote of at least five directors. In respect of the President and Vice-President, the two-year terms shall not become effective until the incumbents at the time this change is approved have vacated their present offices.
2. All nominees for positions as club officers (except for Treasurer) shall have been members in good standing continuously for at least three years at the time of their nomination to office.
3. Upon vacancy in the office of President, the Vice-President shall become President and serve the balance of the term for which his/her predecessor was elected. Upon a vacancy in any other office other than the IPP, the President shall nominate a successor who shall, upon confirmation by a 2/3 majority of the directors present and voting, serve the remainder of that term.
4. Neither the President nor Vice-President shall be compensated. The Secretary may be compensated as determined by the Board. The Treasurer shall receive such compensation as shall be determined by the BoD.
5. The President shall hire, with the approval of a majority of the BoD, a Director of Operations who shall be responsible for hiring/firing/management of club employees and operation of the club office and membership gatherings. The Editor of the Club Journal shall be hired by the President with the approval of a
majority of the BoD.
ARTICLE II. BOARD OF DIRECTORS
A. The Board of Directors shall consist of nine (9) members of the corporation, each of whom shall have been a member in good standing continuously for at least three years at the time of nomination. Directors shall be classified in three (3) classes, three (3) Directors per class, with one class elected each year to serve three (3) year terms.
B. The BoD shall determine all questions of policy and governance of the corporation, with the power to approve all salaries of the employees of the corporation, to require such bonds as they deem proper, and to determine, consistent with the terms of Article I, the powers and duties of the officers. The BoD shall assign responsibility for keeping the membership rolls, and determine responsibilities and lines of authority for all W.A.C. employees.
C. In the event of a vacancy on the BoD, such vacancy shall be filled, but only until the next annual election, by a nominee of the President, subject to ratification by a majority vote of the directors present and voting. At the next following election, the membership shall elect director for the balance, if any, of the unexpired term. The person appointed under this paragraph may be a candidate for the BoD in said election.
D. In the event a petition from the membership as provided in Article III, Section C.4, Article VII, Section A.1, or Article VIII, is filed with the BoD, the BoD shall deliver such petition to the Election Committee within 7 calendar days of such filing.
ARTICLE III. MEETINGS
A. Meetings of the BoD
1. Regular meetings of the BoD shall be held on a schedule to be determined by the BoD.
2. Special Meetings:
a. Special meetings of the BoD may be held on 48 hours notice upon the call of the President or on the electronic, written or telephonic petition of five (5) members of the BoD stating the reason for the meeting. Any such meeting shall be restricted to those items enumerated in the notice.
b. The President upon the request of a committee chairperson or five BoD members may request consideration of and votes regarding time sensitive matters without advance notice. Voting may be taken electronically.
c. In the absence of the President, the Vice-President shall have the authority to call for meetings and votes as described in paragraphs a. and b, above. If both those officers are unavailable, the Secretary shall have the authority to call for meetings and votes as described in paragraphs a. and b, above.
3. Five (5) directors shall constitute a quorum at any regular or special meeting. Once a quorum has been established, a meeting may continue in the absence of a quorum as long as four (4) directors remain present.
4. The President shall chair all meetings of the BoD; in his or her absence, the Vice-President. If neither President nor Vice-President shall be present, the directors present shall by majority vote appoint the Secretary or one of their number to chair the meeting. In such case, the Secretary shall have no vote. The President shall not vote on any resolutions or motions, except to break a tie vote among the directors present. The same shall be true if the Vice-President shall chair the meeting; however, if chaired by a director pursuant to the terms of the second sentence of this paragraph, said director shall not forfeit his or her right to vote.
5. All meetings of the BoD shall be conducted pursuant to the latest edition of Roberts Rules of Order, except as otherwise provided in these bylaws. Any member of the BoD may call for a recorded, roll-call vote. All officers as defined in Article I shall have voice and the power to make and second motions at all meetings of the BoD. Committee motions do not require a second; all other motions made by officers or directors as individuals shall require a second before discussion.
6. Proxy votes by directors absent from the meeting shall not be allowed.
7. All regular meetings of the BoD shall be open to attendance by all corporation members in good standing, who shall have no voice, except as the presiding officer may in his or her discretion recognize individual persons to speak. By a two-thirds vote of the directors present the BoD may resolve to enter executive session, attendance at which shall be limited to officers, directors, the corporation’s legal counsel and such other persons as a two-thirds majority of the directors present shall invite to attend. Proceedings of executive sessions shall be confidential.
8. Regular and Special Meetings of the BoD may be conducted via a secure dial in phone/video conference system in order to facilitate meetings during inclement weather or to allow a quorum when BoD members are traveling or otherwise unable to physically attend.
B. Meetings of Committees:
1. Committees shall meet from time to time at the call of the chairman. The chairman, or in his or her absence, the vice-chairman shall preside. The person presiding shall be entitled to vote on all committee business.
2. Committee meetings held in conjunction with member gatherings shall be open to all corporation members in good standing, who shall not be entitled to voice except upon recognition of the chair. A committee by a simple majority vote of the members present may enter into executive session, at which only committee members, other directors and officers, and persons designated by the chair may attend.
C. Gatherings of the Membership:
1. The corporation shall endeavor to sponsor gatherings of members at least twelve (12) times annually (approximately monthly), at which the members shall be permitted to buy, sell, trade and exchange lawfully owned arms and accessories pursuant to applicable laws, ordinances, regulations and club rules.
2. A meeting of members may be convened at any such gathering upon the call of the President, or, in his or her absence, the Vice-President. In the absence of both, a meeting may be convened by a director delegated to do so by a vote of no fewer than five (5) directors. That person authorized to call a meeting under this paragraph shall preside.
3. The annual meeting of members shall be held during November each year at the time and place of the largest November gathering in connection with nominations for club offices. The President shall preside, or in his or her absence, the Vice-President. If both those officers are unavailable, the Secretary may preside.
4. Special meetings of members may be held upon the written call of the President or five (5) members of the BoD, or upon the written petition of one hundred (100) members in good standing filed with the BoD.
5. It shall be the duty of the Secretary to issue notice of such gatherings, and of the annual meeting and all special meetings, including all agenda items, to all members in good standing, which shall be mailed to each member at the member’s last known address at least seven (7) days prior to the date of the gathering or meeting.
6. At any meeting of members convened at any gathering as defined in paragraph 1 hereof, and at the annual and any special meeting, one hundred (100) members shall constitute a quorum.
7. The conduct of all meetings of members shall be according to the latest edition of Roberts Rules of Order, except as otherwise provided in these bylaws.
8. Unless otherwise determined, meetings of members held at membership gatherings as defined in paragraph 1 hereof shall be convened at 12:00 noon on the second day of such gathering, if a two (2) day gathering.
9. The BoD shall have authority to promulgate rules for the conduct of members and any guests at all membership gatherings, including rules for exhibit of items for sale, trade or display, as well as the penalties for violation of these rules, which may include expulsion or suspension from membership or expulsion from gatherings. Such rules shall be promulgated from time to time to the membership in the Club Journal.
ARTICLE IV. COMMITTEES
A. Standing Committees.
1. There shall be the following standing committees
Building Fund
Bylaws
Display and awards
Education and Training
Elections
Finance and Audit
Legislative
Public Affairs
Publications
Special Projects
Vendor Liaison
2. Except for the Elections Committee, the President shall appoint each year the members of each committee from among the members of the corporation in good standing, and shall designate the chairman, and vice-chairman as appropriate, of each committee. Committee chairpersons shall have been members of W.A.C. for not less than one year prior to their appointments, unless otherwise approved by the BoD.
3. Elections Committee:
a. The Elections Committee Chairperson shall be elected by the membership. The names of all candidates for the Elections Committee shall appear on each annual ballot for the election of officers and directors. All candidates shall automatically become members of the Committee. The membership shall be instructed to vote for one name among the candidates for the Elections Committee to be the Chairperson. The candidate receiving the highest number of votes shall be the Chairperson. Candidates not elected as Chairperson shall be members of the Committee, and if the elected Chairperson is unable to serve, the candidate receiving the next-highest number of votes shall become the Chairperson. In event that no candidate is able to serve at an election, the President shall appoint the Chairperson. In addition to the committee members described above, the President shall appoint one director to serve on the Elections Committee, who is not a candidate for any position and whose term extends beyond the current election.
b. The Committee shall request and supervise volunteers from the membership to assist with the ballot verification and vote tallying during club elections. No member of the Elections Committee may run for office while a member of the committee. No person may serve on this committee who has held office as an officer or director at any time within one (1) year prior to the beginning of the term of office of the committee.
c. The Committee shall supervise all elections held by the W.A.C. during the twelve (12) months next following its election. The Committee or its designee shall, among other functions, design each ballot and safeguard its printing and distribution. Additionally, the Committee shall control the ballot boxes, receive and count the ballots, and announce all results. The Committee shall preserve all ballots returned in each election during its term of office for ninety (90) days
following the resolution of such election, at which time the ballots shall be destroyed.
d. In the event a petition from the membership is received as provided for in Article III, Section C.4, Article VII, section 1, and Article VIII, the Committee shall verify that the required number of valid signatures by members in good standing are on the petition. Upon verification of a sufficient number of valid signatures, the Committee shall certify to the BoD that the petition is valid. The Election Committee’s certification process shall be completed within 30 days of the date the petition is received from the BoD.
4. The Bylaws Committee shall occasionally or as requested by the BoD, review club Bylaws, policies, procedures and Rules of the Road to ensure that such regulations are current and reflect the desires of the membership and the BoD. Bylaw changes proposed by the BoD shall be approved by a majority of the membership at either a general or special election before taking effect. Rules of the Road shall be adopted by the BoD as deemed necessary and shall take effect only after publication in the club journal. In the event that a membership petition to amend the Bylaws is submitted to the BoD as provided in Article VIII, the Bylaws Committee shall immediately review the proposed change and assist the BoD in developing the Board’s position regarding such amendments(s).
5. The Finance and Audit Committee shall prepare, with the assistance of other standing committees, as appropriate, an annual budget, which shall be presented to the BoD for approval not later than its March meeting, to cover the ensuing fiscal year beginning the following July 1st. The Finance and Audit Committee shall review the books of account and records at least quarterly with the Treasurer and shall report to the BoD the results of these reviews, and explain any discrepancies or exceptions which it may note. The Finance and Audit Committee shall interview and recommend to the BoD a Public Accounting firm to conduct the reviews or audits as scheduled by the BoD as elsewhere provided in these ByLaws (Article X.5). At least one member of the Finance and Audit Committee shall be a person knowledgeable and experienced in accountancy.
a. The Finance and Audit Committee shall review all revenues and expenses monthly, comparing same with the budget, and report to the BoD the results of such reviews, explaining any discrepancies or exceptions which they may note. At least one member of the Finance and Audit Committee shall be a person trained and skilled in financial and budgetary long-range planning.
b. Requests for all off-budget expenditures in excess of $1000 in any month must first be presented to the Finance and Audit Committee, which shall report to the BoD concerning the effect of the request, prior to BoD approval.
6. The Publications Committee shall be responsible for publication of the Club Journal, but not for other printing jobs as may be needed by the club office, other committees, etc.
a. The committee shall interview applicants for employment as Editor of the Club Journal and make recommendations to the BoD regarding the hiring or removal of the Editor. It shall have not less than three members, one of whom shall be the Editor of the Club Journal. The Editor shall be a voting member of the committee. The Editor shall be an at-will employee of the BoD, and appointment and removal of the Editor shall be the sole responsibility of the BoD.
b. The Editor of the Club Journal shall determine the editorial content of the journal, except for the Secretary’s official notices, reports by the President and other club officials, rules of the road and such other material as may be determined by the BoD.
c. The committee shall review the content of each issue of the Club Journal, and if any material therein is deemed libelous or scandalous, the Committee shall have the power to instruct the Editor not to publish such material. In such a case, the Editor shall have the right to appeal the Committee’s ruling to the BoD for its decision.
d. There shall be no editorials, bylined articles or other journalism about W.A.C. election candidates other than the candidates’ own statements, nor any paid W.A.C. political advertisements, in any issue of the Club Journal. Candidates for club officer and director positions may place advertisements in the journal, provided that such political ads are paid for at the regular rate as other ads, and that publication of such ads shall be limited to the ballot issue (February) and the Club Journal issue during the election month (March).
7. The functions of all other committees established in paragraph 1 hereof shall be as determined by the BoD.
B. Special Committees:
1. Special Committees may be established from time to time by resolution of the BoD. The membership of a committee so established shall be as appointed by the President, but in no case shall it exceed seven (7), except as provided in the enabling resolution.
2. A Special Committee shall expire at the earlier of the presentation to the BoD of its final report or the first anniversary of the resolution creating the Special Committee.
ARTICLE V. MEMBERSHIP
A. Categories:
1. There shall be four categories of membership in W.A.C.:
a. Annual Membership.
(1) Any person twenty-one or more years of age, not a convicted felon, under indictment for a crime classified as a felony or gross misdemeanor involving deadly force, nor convicted of or under indictment of any other offense which would preclude the ownership or possession of a firearm, adjudicated a habitual drunkard, drug addict or mentally incompetent, or discharged dishonorably from the armed forces of the United States, or otherwise prohibited from possessing a firearm by state or federal law, may, upon submission of a completed application form accompanied by the annual dues, become an Annual Member of W.A.C.
(2) Membership shall become effective upon the submission of a properly completed application for membership and payment of dues and any initiation fee as determined by the BoD, provided that the applicant shall have furnished acceptable evidence that he or she is not a person disqualified from the ownership or possession of a firearm. The term “acceptable evidence” shall be defined by BoD policy.
b. Life Membership.
(1) Any person twenty-one or more years of age, who has been a member of W.A.C. for at least twelve months, may, upon request and submission of such dues as are determined by the BoD, become a life member of W.A.C.
(2) Honorary life membership may be bestowed by absolute majority vote of the BoD upon such members of W.A.C. as are determined by the BoD to have made outstanding contributions to W.A.C. Honorary life members shall not be required to pay further dues following election to honorary life membership.
c. Associate Membership – Any person between 18 years of age and 21 years of age otherwise qualified for annual membership may become an associate member, consistent with the requirements of subparagraph a(2) hereof, upon submission of a completed associate membership application form, endorsed by an annual or life member in good standing, and the dues for associate membership as determined by the BoD. The requirement of endorsement shall be waived for a member of the Armed Forces of the United States on active duty.
d. Spousal/Family Membership – The spouse or minor children of any member in good standing may, if otherwise qualified, become a member in this category upon submission of the prescribed application form properly completed together with the dues as determined by the BoD. Minor children of nonmembers may, if otherwise qualified, be admitted to membership upon the written permission of the minor’s non-member parent or legal guardian and upon sponsorship by an adult annual or life member in good standing, accompanied by properly-completed application forms and payment of dues as determined by the BoD.
B. Other Membership Provisions:
1. Only annual members and life members shall be eligible to vote and to hold office; any member in good standing may serve on committees of the W.A.C.
2. All memberships other than life memberships shall terminate 365 days from the
date of purchase, or the stated expiration date.
3. Any member may voluntarily resign his or her membership by a writing so stating delivered to the address of record of the W.A.C. No refund shall be granted of dues previously paid.
4. All members shall wear prominently displayed on their persons, above the waist, a valid W.A.C. membership badge with name exposed at all W.A.C. gatherings of members. New badges as part of the identification system will include a photo of
the member.
5. Members of Arms Collectors Associations which are affiliated with the National Rifle Association of America or recognized by the W.A.C. Board shall have the privilege of free admission to gatherings of members of W.A.C., provided they wear, prominently displayed, above the waist, the current membership badge of such affiliated association on which their name is clearly visible. At W.A.C. member gatherings, members of such collectors associations who are not themselves
members of the W.A.C. may not purchase, sell or trade cartridge firearms made after 1898 as regulated by Federal and/or State law, or firearms of any type prohibited by law in their municipality, county, state or country of residence.
6. Non-U.S. resident Arms Collectors who are members of a bona fide Arms Collectors Association in their country of residence shall enjoy the privileges extended in paragraph 5 of this Article upon application in person to the W.A.C. and proof of such membership.
ARTICLE VI. ELECTIONS
A. Annual elections of officers (other than the Treasurer) and directors shall be held at the principal March gathering. Nominations for elective office shall be received at the principal November gathering, either by the delivery of a written nominating petition to the Secretary bearing the signatures of two (2) members in good standing, or by a verbal nomination and second by two members in good standing, at a meeting of members held at such gathering. No person may be a candidate for elective office without having been nominated as provided in the preceding sentence. Nominees for elective office, except for members of the Elections Committee, shall reside in Washington, and the Secretary shall verify nominees’ addresses with the club office membership database.
B. A vote for any person not so nominated shall not be counted; however a write-in vote shall not invalidate the remaining votes on any ballot which is not or otherwise invalid. Ballots initially shall be delivered by mail to members entitled to vote. The Board of Directors shall adopt procedures for issuance of replacement ballots to members who did not receive their ballot in the initial mailing. Ballots may be returned by mail or in person to the Election Committee at the February or principal March gathering. All ballots must be received by the Election Committee no later than 12:00 NOON on the Sunday of the principal March gathering. The BoD shall determine the final date for the eligibility of new members to receive ballots.
C. Ballots for special elections, recall, and bylaw elections not in conjunction with the annual elections shall also be delivered by mail. The BoD shall determine the final date for the eligibility of new members to receive ballots.
D. Election policies and procedures consistent with Article IV, section A.4, shall be developed and approved by the BoD, to ensure secrecy of ballots and prevention of fraud.
ARTICLE VII. RECALL OF OFFICERS/DIRECTORS
DISCIPLINE OF MEMBERS
A. Recall:
1. Any officer elected by the members or director may be removed from office for misfeasance or nonfeasance in office upon the filing of a written charge against said officer or director, signed by 250 members in good standing of the organization and filed with the BoD. The charges and all allegations pertaining to the petition for removal from office shall be disclosed in an issue of the Club Journal closing not more than 60 days following certification by the Elections
Committee.
2. In event the Elections Committee reports that a recall petition is valid, the officer or director being recalled may be suspended from office by a vote of not less than six directors, such suspension to be effective until the outcome of the recall election.
3. Those officers and directors so charged shall have the right to submit for publication an unedited and uncensored rebuttal to the allegations, of any length, to be included along with the allegations for misfeasance or nonfeasance. No other comments regarding the allegations or the rebuttal shall be published in the mailing. The ballots shall be included in the same mailing. Ballots for the election on the recall petition shall be counted at the first gathering to be held at least 45 days following the date of mailing of the publication containing the recall petition, supporting and rebuttal statements, and ballot. If a simple majority of those members voting vote to sustain said charges, the office of the officer or director so charged shall be deemed vacant.
B. Discipline of Members:
The BoD alone has the power to revoke or suspend membership. Notices of discipline shall be in writing and may be signed by the President or Director of Operations.
1. Expulsion – Immediate expulsion with permanent membership revocation:
a. Shall result from any conviction which renders a member ineligible to possess a firearm. This provision shall apply to all members, including officers and directors, unless his or her civil rights have been restored, including the right to possess firearms.
b. May result from any second violation of W.A.C. rules, bylaws or BoD resolutions as such currently exist or may hereafter be adopted or modified.
Upon restoration of civil rights as specified, a member expelled under (a) may apply in writing to the BoD for reinstatement. After a period of one year from the effective date of the expulsion, a member expelled under (b) may apply for reinstatement.
2. Suspension – Suspension of membership for a period of up to one year for serious violations of W.A.C. rules, bylaws or BoD resolutions, misconduct or persistent troublemaking may be imposed by the BoD.
a. Any member, including officers and directors, charged with a crime, conviction of which would result in expulsion, shall be deemed not in good standing and shall be automatically suspended until the charge is resolved.
b. Suspension of officers or directors for violations of W.A.C. Bylaws, Rules, or BoD resolutions shall require a vote of not less than six directors. Officers or directors suspended under this section shall automatically forfeit their offices, but may run for office again at the next election following the end of their suspension.
c. A member disciplined under paragraph 2, above, may appeal the discipline to the BoD, one time only, in person or by a writing addressed to the BoD. Such appeal shall not lift the suspension during its pendency.
d. The decision of BoD on all discipline shall be final, absent appeal as permitted under c. In the event of appeal, the decision thereon by the BoD shall be final.
e. In the case of suspension, the right of membership may be automatically reinstated after the suspension period has expired; in the alternative, the BoD may require the suspended member to appear in person before the BoD or mail a request to request reinstatement. The determination whether reinstatement shall be automatic or shall require the suspended member to apply in person or by mail shall be stated in the resolution of suspension.
3. Other Discipline – Expulsion of members or non-members from meetings or gatherings of the W.A.C. for violations of W.A.C. rules, bylaws or BoD resolutions, or for misconduct or persistent troublemaking shall be at the discretion of the Operations Committee Chairman or his designee, or by a majority of the Directors present at members’ gatherings, or by the presiding officer at BoD meetings.
a. Letters of reprimand may be issued by the BoD at its discretion for minor infraction of W.A.C. rules, bylaws or BoD resolutions.
4. The BoD shall have the authority to summon members to appear before it for the purpose of investigation of possible violation of W.A.C. rules, bylaws or BoD resolutions, or other misconduct. Failure to appear upon reasonable notice may be cause for discipline.
5. W.A.C. rules and BoD resolutions shall be published in the Club Journal not less than 30 days before they become effective as cause for revocation or suspension of membership or other disciplinary action by the BoD.
ARTICLE VIII. AMENDMENT PROCEDURE
Amendments to these Bylaws may be proposed upon the petition of 250 members in good standing filed with the BoD. The BoD shall consider the proposed amendments at their next meeting following certification of the petition by the Elections Committee and shall refer the proposed amendments to the membership together with the Board’s recommendation. Every amendment so proposed, together with the Board’s recommendation and supporting and rebuttal statements, shall be published in the first Club Journal prepared following the Board’s meeting. Procedures for voting on the Bylaw amendments so proposed shall be established pursuant to Article VI, Section 2.
ARTICLE IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In the event any officer or Director should be sued for acts or omissions arising out of the performance of his or her duties or responsibilities on behalf of the W.A.C., while acting within the authority vested by the membership or the bylaws of the W.A.C., or by the statutes of the State of Washington, the W.A.C. shall indemnify such officer or Director for all costs and awards made against him or her as a result of such litigation, provided that, if it is determined by a court of law that the officer or Director in so acting violated any gross misdemeanor or felony statute, then the right of indemnification recognized in this Article shall not apply.
ARTICLE X. MISCELLANEOUS
A. No Director may receive any remuneration for services rendered to or for the benefit of W.A.C. No employee or independent contractor may be appointed or elected to fill a vacancy as an officer or director. This paragraph shall not prohibit the reimbursement of officers or directors for costs incurred in the performance of activities on behalf of the corporation as authorized either prior or subsequent to incurring such costs. If approved by the membership, the preceding changes to this section shall be effective as of the results of the February 2010 election, as reported by the Elections Committee.
B. Within sixty (60) days after the beginning of each fiscal year, each officer and Director shall file with the Secretary a statement of financial transactions with the W.A.C. during the preceding fiscal year if the total of such transactions exceeds $2,000, excepting only authorized reimbursements.
C. Any officer or director, who is unexcused absent from three regular meetings of the BoD, except while on official corporate business or due to ill health, during any twelve-month period shall be deemed following the third absence to have forfeited his or her office.
D. The financial books and records of the corporation shall be audited at least once every four years by an independent Certified Public Accounting firm. The Board may require audits or reviews more frequently as it deems appropriate.
Revised 05/20/2019
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