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Washington Defender Association Bylaws

WASHINGTON DEFENDER ASSOCIATION

Bylaws

ARTICLE I: NAME

The name of the corporation is Washington Defender Association. 

ARTICLE II: PRINCIPAL OFFICE 

The principal office for the transaction of the business of the corporation is fixed and located in the county of King, State of Washington. 

The Board of Directors may change the location of the principal office from one location to another in such county.

ARTICLE III:  SPECIFIC PURPOSES 

The Washington Defender Association has been formed to improve the quality and administration of justice.  The objectives and purposes of this association shall be as follows: 

A. To protect and insure by rule of law those individual rights guaranteed by the Washington and Federal Constitutions, including the right to counsel, and to resist all efforts made to curtail such rights; 

B. To promote, assist, and encourage public defense systems to ensure that all accused persons receive effective assistance of counsel; 

C. To improve the administration of justice and to stimulate efforts to remedy inadequacies or injustice in substantive or procedural law;

D. To promote, update, publicize, and further the professional standards for attorneys in the provision of services in public defense systems and to encourage their use and implementation by government, public defenders, and public defender associations; 

E. To improve the professional status of attorneys and to encourage cooperation between lawyers engaged in the furtherance of our objectives through publications, education, and mutual assistance; and

F. To engage in all activities on a local, state and national level that will advance the purposes for which this association is formed in order to promote justice and the common good of the citizens of the United States. 

ARTICLE IV:  RESTRICTIONS

This association shall have the following restrictions: 

A. The association is organized exclusively for purposes within section 501(c)(3) of the Internal Revenue Code.  The association shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(3).   

B. The association shall not be operated for the benefit of private interests, such as members, contributors, or persons controlled directly or indirectly by such interests. 

C. No member, director, officer, employee, member of a committee, or other person connected with the association, or any other private individual, shall receive any of the earnings or pecuniary profit from the operations of the association; provided that the payment to any person of such reasonable compensation for services rendered to or for the association in effecting any of its purposes may be fixed by the Board of Directors. 

D. No such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the association.  Upon such dissolution or winding up of the affairs of the association, whether voluntary or involuntary, the assets of the association then remaining in the hands of the Board of Directors, after all debts have been satisfied, shall be distributed in such amounts as the Board of Directors may determine to a non-profit fund, foundation, or corporation which has established its exempt status Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. 

ARTICLE V:  MEMBERSHIP 

Section 1.   Eligibility

Except as set forth in Section 2 of this Article, the following agencies and persons are eligible for membership in the association:

A. Public Defender Office Member:  Any public defender office in the state of Washington organized and operated exclusively for the purpose of providing indigent defense.  Each office member will be represented by the chief executive officer of the member office or by an attorney employed by the member office  designated by the chief executive officer of the member office.  The choice of representative is an internal issue for the member office and may be revoked or changed by the current executive director of the member office at any time by providing notice to the association. 

B. Employed Members:  Attorneys and investigators currently employed by a public defender office member of the Washington Defender Association constitute a separate class of non-voting members represented through their office. 

C. Individual Members:  

a. Any attorney or investigator not employed by a public defender office member who devotes a significant percentage of his or her practice to public defense by contract or regular appointment as a panel defender;  

b. Any licensed attorney acting as a full time coordinator for a county indigent defense program consisting primarily of individual contract and/or panel attorneys.  

c. Attorneys employed by a public defender office member and who are otherwise eligible may become individual voting members by individual application and payment of individual dues.

d. Attorneys who have at least five (5) years of significant prior service as a public defender in an office, under contract, or by regular appointment as a panel defender and who are in agreement with the purposes of the association. 

D. Associate Members: Any professional person, including law students, retired or inactive attorneys, investigators, or other person who is (1) actively involved with the criminal justice system and (2) who is in agreement with the purposes of the association, may be a non-voting associate member of the Washington Defender Association.

E. Friends:  Any person who is in agreement with the purposes and principles of the association may become a non-voting friend of the Washington Defender Association. 

Section 2.   Persons Not Eligible

Persons who perform a prosecutorial function or persons employed in the offices of prosecutors, including, but not limited to, United States Attorneys, City Attorneys, District Attorneys or Attorneys General, and any persons employed in law enforcement, including police officers, sheriffs, correctional officers and probation officers are not eligible for membership in the association.  Further, any person engaged in a full-time judicial function, including any full-time judge, commissioner or referee, is disqualified from membership.

Section 3. Admission to Membership 

Any person desiring to become a public defender office member, an individual member, an associate member, or a friend of the association shall file with the Executive Director a written application for membership in such form as may be prescribed by the Board of Directors.  An applicant who qualifies for membership in accordance with Sections 1 and 2 shall be admitted to membership upon payment of appropriate dues. 

Any question regarding membership shall be referred to the Executive Committee, who by a two-thirds (2/3) vote for approval may recommend the question to the Board of Directors for acceptance.  If the Board of Directors approves the application by a three-fourths (3/4) vote the application shall be accepted. 

Section 4. Resignation, Suspension or Expulsion of Members 

Any member may resign from the association by delivering a written resignation to the principal office of the association.  Any member may be suspended or expelled for good cause, after a hearing, by the affirmative vote of not less than two-thirds (2/3) of the total Board of Directors.  Before any such action may be taken, written charges must be filed against the member and written notice of the proposed hearing must be given to the member at least ten (10) days before the hearing. At the hearing the member charged shall be given an opportunity to be heard and to present evidence in answer to the charges. 

Section 5. Dues Structure 

Membership dues shall cover a period of one year and are due and payable annually.   The annual dues for office members, individual members, and associate members shall be fixed by the Board of Directors. 

Section 6.  Failure to Pay Dues 

If a member fails to pay annual dues after the date they are due, his or her membership will be considered lapsed.  

Section 7. Rights of Members 

There are two classes of voting members: (1) public defender office members and (2) individual members.  All other members are non-voting members, including employed members and associate members.  

Each public defender office member of the association in good standing shall be entitled to one vote.  Each individual member of this association in good standing shall be entitled to one vote.

Voting members may vote at the annual and any specially called meeting of the membership.

Individual members in good standing are eligible to vote for individual member representatives on the board of directors.  Public defender office members in good standing may vote for public defender member office representatives on the board of directors.

The right of a member to vote shall cease on the termination or lapse of membership. 

Voting and non-voting members may attend any annual and special meeting and participate in committees and have such other rights of membership as determined by the board of directors.   

Unless restricted by rule or action of the board of directors, voting and non-voting members and associates may participate in continuing legal education seminars and list serves and may access the association’s member website and its resource attorneys.

The rights of an employed member shall cease on separation of employment from their member public defender office.  

No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the association. 

Section 8.  Compensation and Expenses 

Members shall not receive any compensation or other expenses for attendance at annual or special meetings of the membership.  

The Board of Directors shall have the power in its discretion to contract for and to pay to members rendering unusual or special services to the association, compensation appropriate to the value of such services rendered. 

Section 9.  Liabilities of Members 

No person who is now, or who later becomes, a member of this association shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of this association shall look only to the assets of this association for payment. 

ARTICLE VI:  MEMBERSHIP MEETINGS 

Section 1. Annual Members Meetings.  An annual meeting of members will be held at a time and place determined by the Board of Directors and normally will correspond with the spring conference of the corporation. 

Section 2. Regular Meetings.  There will be no regular meetings of the members of the association other than the annual meeting. 

Section 3. Special Members Meetings.  Special meetings of the membership may be called by the Board or by a written petition, addressed to the Board, by at least twenty percent (20%) of the voting members.  

Section 4 Notice of Members Meetings.  Notice, in the form of a tangible medium and/or by an electronic transmission, stating the place, day, and hour of the annual meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, by or at the direction of the Board or persons calling the meeting, to each member entitled to vote at such meeting.  

If notice is provided in a tangible medium, it may be transmitted by: mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid.  Other forms of notice in a tangible medium described in this subsection are effective when received. If notice is provided in an electronic transmission, it must satisfy the requirements of RCW 24.03.009. 

Section 5. Quorum.  Members holding twenty percent (20%) of the votes entitled to be cast represented in person or by proxy shall constitute a quorum.  If less than a quorum of 20% of the members is represented at a meeting, a majority of the members then in attendance may adjourn the meeting from time to time without further notice.  Members may not participate by conference telephone or similar communication at meetings of members.

Section 6. Presiding Officer.  The President shall preside at meetings of the membership.  In the absence of the President, a Vice President shall preside.  If the President and both Vice Presidents are absent, the Executive Director or a chair chosen by the Directors present shall preside.

Section  7. Voting.  Each public defender office member of the association in good standing shall be entitled to one vote.  Each individual member of this association in good standing shall be entitled to one vote.  Votes may not be cumulated.  The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members.  Except as provided in these bylaws for special votes of the membership, a member may vote only in person or by proxy in the form of a record executed by the member or a duly authorized attorney-in-fact.  No proxy shall be valid after thirty (30) days from the date of its execution.  Members voting by proxy are present for all purposes of quorum, count of votes, and percentages of total voting power present.

Section 8.  Votes by Mail or Electronic Transmission Authorized in Special Circumstances.  When it is determined by the board of directors that a special or significant proposal or election of director or officer should be submitted to a vote of the members by mail or electronic transmission, the vote may be taken by mail or by electronic transmission if the text of each proposal to be voted upon is set forth in a record accompanying or contained in the notice of meeting.  An election may be conducted by electronic transmission only if the association has designated an address, location, or system to which the ballot may be electronically transmitted and the ballot is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.

Section 9. Action by Written Consent of All Voting Members.  Any action which is required to be taken at a meeting of the members or which may be taken at a meeting of the voting members may be taken without a meeting if a consent in the form of a record, setting forth the action so taken, is executed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.

ARTICLE VII: BOARD OF DIRECTORS

Section 1. Number and Powers

The Board of Directors of this organization shall be known as the Board of Directors, and shall consist of:

A. Fifteen (15) representatives from public defender office members elected by the voting public defender office members.  

B. Six (6) individual members, two (2) from each of the three geographic divisions of the Washington State Court of Appeals, elected by the voting individual members as a whole.

Subject to the limitations of the Articles of Incorporation, other sections of these Bylaws, and Washington law, all corporate powers of this organization shall be exercised by or under the authority of, and the business and affairs of this organization shall be controlled by, the Board of Directors.  

Without limiting the general powers, the Board of Directors shall have the following powers:  

(a) To conduct, manage, and control all of the affairs and business of the organization, and

(b) To make rules and regulations not inconsistent with law, the Articles of Incorporation, or the Bylaws, and 

(c) To select and remove all other officers, agents, and employees of the organization, prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation, or the Bylaws, fix their compensation, and require from them security for faithful service, and

(d) To delegate to committees or to officers of the organization such powers as are legally delegable, and

(e) To borrow money and incur indebtedness for the purposes of the organization, and for that purpose to cause to be executed and delivered, in the organization's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities as provided in the Articles of Incorporation.

Section 2. Selection and Term of Office

A. Office Directors.  

Fifteen (15) voting members of the board of directors shall be elected by the public defender office members entitled to vote. Only serving executive directors of a public defender office members or officially designated and serving representatives of public defender offices are eligible to be elected and serve as an office director on the board.  Office directors will be nominated and elected before June of each year.  Each of these directors will serve a two (2) year term, commencing with the convening of June meeting of the board of directors and terminating upon the convening of the June board of directors meeting next following the election and qualification of the director's successor.   

At the call of the Nominating Committee in years in which an election for directors is due, each public defender member office may nominate a person to serve as an office member representative on the board of directors of the association.  Nominations are due by April 30 of such years.  If there are not sufficient nominations for the number of office director positions, then additional nominations may be submitted by the Nominating Committee.  Elections will be conducted in May.

Election of the office member board members will be in accordance with the following procedures:  (a) a separate vote shall be taken for each position to be filled; (b) each voting office member may vote for one nominee for each vacant position; (c) positions shall be filled by those nominees receiving the largest number of votes, though such numbers may constitute less than a majority of the total votes cast.  The Board of Directors may create regulations relating to campaigning for office.

Votes will be taken by mail or by electronic transmission.  The Board will designate an address, location, or system to which the ballot may be mailed or electronically transmitted and the ballot is mailed or electronically transmitted to the designated address, location, or system and such ballot is received by the date of the annual meeting.  Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.  In the event of a tie, a majority vote of the outgoing Board of Directors shall cast the deciding vote. 

B. Individual Directors.  

Two individual voting members from each of the three geographic divisions of the Washington State Court of Appeals shall be elected by the individual voting members to serve as additional directors of the Board. 

Individual directors will be nominated and elected before June of each year.  Each of these directors will serve a two year term, commencing as of the convening of the June meeting of the board of directors and terminating at the convening of the June board of directors meeting next following the election and qualification of the director's successor.  The nominating committee will nominate at least one individual member for each open individual director position by April 30 of each year.  Additional nominations may be submitted by at least four (4) individual voting received by the Executive Director of the organization on or before April 30 of each year. Elections will be conducted in May of each year.

Election of the individual member representatives shall be in accordance with the following procedures:  (a) a separate vote shall be taken for each position to be filled; (b) each individual voting member of the association may vote for one nominee for each vacant position; and (c) positions shall be filled by those nominees receiving the largest number of votes, though such numbers may constitute less than a majority of the total votes cast.  The Board of Directors may create regulations relating to campaigning for office.

Votes will be taken by mail or by electronic transmission.  The Board will designate an address, location, or system to which the ballot may be mailed or electronically transmitted and the ballot is mailed or electronically transmitted to the designated address, location, or system and such ballot is received by the date of the annual meeting.  Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.  In the event of a tie, a majority vote of the outgoing Board of Directors shall cast the deciding vote. 

Section 3.  Past President.  

Unless otherwise serving as a member of the board of directors, the Past President of the Association shall be a non-voting member of the board of directors.  

Section 4.   Resignation 

A director may resign at any time by giving written notice of such resignation to the Board of Directors.  A regular member of the Board of Directors will be deemed to have resigned unless he or she attends at least two (2) board meetings in each year beginning with the annual meeting.  A director thus deemed to have resigned may request reinstatement by a majority vote of the Board at its next meeting. 

Section 5.   Other Vacancies.

Continuing membership is a requirement for any individual director elected to the board to remain in office.  Continuing membership in the association by a sponsoring public defender office is a requirement for any office member director elected to the board to remain in office.  

A change in the serving representative of any public defender office member automatically terminates the term of office of any office board member elected from that office and creates a vacancy to be filled by the board.  Nominations by the president may be from any member office and are not limited to the same member office. 

Section 6. Filling Vacancies.  

Any vacancy in for any director shall be filled upon presidential nomination confirmed by a majority of the then existing Directors present and voting at its next regular meeting. 

Section 7.   Annual Meetings 

The annual meeting of the Board of Directors shall be held in June of each year.  

Section 8.   Regular Meetings

The Board of Directors shall hold a minimum of four (4) meetings each year.  In addition to the annual meeting, there will be three (3) regular meetings of the Board of Directors during the each, generally corresponding to autumn, spring, and winter meetings.  Regular meetings of the Board shall be held at such times and places as the President shall designate.  All meetings of the Board of Directors, except executive sessions, shall be open to the members of the association. 

Section 9.  Special Meetings 

Special meetings of the Board of Directors may be called by the President or two Vice Presidents or may be called on the written request of one-third of the members of the Board of Directors. 

Section 10.   Notice of Meetings 

Notice, in the form of a tangible medium and/or by an electronic transmission, stating the place, day, and hour of the four regular meetings of the board shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, by or at the direction of the Board or persons calling the meeting, to each member entitled to vote at such meeting.  Neither the business to be transacted nor the purpose of any regular meeting need be specified in the notice, and any business may be transacted at a regular meeting. 

If notice is provided in a tangible medium, it may be transmitted by: mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid.  Other forms of notice in a tangible medium described in this subsection are effective when received. If notice is provided in an electronic transmission, it must satisfy the requirements of RCW 24.03.009. 

Notice of special meetings will be provided in the same manner as for regular meetings , except that only three (3) days advance notice is required which  shall also state the purpose(s) of the meeting.  Any business related to the purpose(s) of the special meeting may be transacted at a special meeting. 

Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where the director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  

Section 11. Attendance, Quorum, and Voting

Meetings may be conducted by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means constitutes presence at the meeting.  A director may participate by proxy given to another director or a designated representative. 

At any meeting of the Board of Directors, nine (9) of directors then in office shall constitute a quorum.  

At all meetings of the Board of Directors, each director attending the meeting is entitled to cast one vote on each matter to be voted upon by the Board.  

All actions of the Board at a regular or special meeting shall be by majority vote of those Directors present and voting unless specified otherwise herein or otherwise required by law. 

Presumed Assent:  A director who is present at a meeting at which action is taken shall be presumed to have assented to the action taken unless the director's dissent or abstention shall be entered in the minutes of the meeting or unless the director shall deliver his or her dissent or abstention to such action to the person acting as the secretary of the meeting before the adjournment thereof, or shall deliver such dissent or abstention to the secretary of the organization immediately after the adjournment of the meeting which dissent or abstention must be in the form of a record.  Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

Section 12.   Presiding at Meetings 

The President shall preside at meetings of the Board of Directors.  In the absence of the President, a Vice President shall preside.  If the President and both Vice Presidents are absent, a chair chosen by the Directors present shall preside. 

Section 13. Conflicts of Interest.  

Each director shall complete an annual conflict of interest questionnaire, in a form adopted by the Board from time to time, (a) that identifies any potential conflicts of interest and (b) by which the director commits to adhere to the conflict of interest policy adopted by the Board of Directors.  

Section 14. Loans to Officers or Directors Prohibited.  

No loans shall be made by the organization to its directors or officers.  The directors of the organization who vote for or assent to the making of a loan to a director or officer of the organization, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the organization for the amount of such loan until the repayment thereof.

Section 15. Contracts and Services 

Except as otherwise restricted, the Directors and officers of the organization may be interested directly or indirectly in any contract relating to or incidental to the operation conducted by the organization and may make contracts, enter transactions, or otherwise act for and on behalf of the organization, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or organizations, or may be interested in the same matters as stockholders, directors, or otherwise. Provided, however, that:

a. any contract, transaction, or act on behalf of the organization in a matter in which the Directors or officers of the organization are personally interested as stockholders, directors, or otherwise, shall be at arm's length and not violate the prescriptions in the Articles of Incorporation or these Bylaws against the organization's use or application of its funds for private benefit; 

b. any such personal interest is disclosed to the Board of Directors of the organization; and 

c. no contract, transaction, or act is a prohibited transaction or would result in the denial or revocation of the organization's tax exemption under Section 501(c)(3) or Section 504 of the Internal Revenue Code of 1954. 

Section 16. Compensation and Reimbursements for Directors 

Directors shall not receive any compensation for their attendance at either regular or special meetings of either the members or the Directors. 

No compensation shall be paid to any member, officer, director, creator, or organizer of the organization, substantial contributor thereto, or any other person except as a reasonable allowance for services actually rendered to or for the benefit of the organization and reimbursement for travel tendered solely for the benefit of the organization.

Section 17. Action without a Meeting

An action by the Board of Directors may be taken without a meeting if all members of the Board are given written notice of the proposed action, and three-fifths (3/5) of the board members consent to the action in writing.  Such written consent shall be filed with the Minutes of the proceedings of the Board. 

ARTICLE VIII:  OFFICERS

Section 1.   Number

The officers of the association shall be the President, President Elect, two Vice Presidents, Secretary, and Treasurer, with such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the Board of Directors.  There shall be a Vice President east and a vice President west chosen from the respective sides of the State divided at the Cascade Mountains.  Officers shall serve a one year term commencing at the adjournment of the annual meeting of the Board of Directors. 

Section 2.   Qualifications and Selection

The officers of the association shall be current and serving members of the Board of Directors.  Nominations for officers will be by the nominating committee of the association after election of the new board of directors in May and before the convening of the annual June meeting of the Board of Directors.  Additional nominations may made by board members at June meeting of the board of directors. 

Section 3.   Vacancy 

Any vacancy in an officer position other than the President shall be filled for the unexpired portion of the term upon Presidential nomination from the remaining officers or members of the Board of Directors, confirmed by a majority of the Board of Directors at its next meeting.  In the event of a vacancy occurring in the office of President, the President Elect shall fill the office of President for the remainder of that term.  If the President Elect cannot serve then the Executive Committee, by majority vote and subject to confirmation by a majority of the Board of Directors at its next meeting, shall elect another officer or a member of the Board of Directors to serve as President for the remainder of the term. 

ARTICLE IX:  DUTIES OF OFFICERS AND STAFF

Section 1.  President 

The President shall preside at all meetings of the members, the Board of Directors, and the Executive Committee.  The President shall have and exercise general charge and supervision of the affairs of the association.  Unless otherwise prescribed in these Bylaws, the President shall be responsible for the appointment of all committees and shall be an ex-officio member with voting privileges on all committees.  At the annual meeting of the board of directors, the outgoing President shall present a report of the activities of the association during the preceding year. 

Section 2.  President Elect 

The President Elect of the Association shall assist the President in the performance of his or her duties and also shall perform such other duties as may be prescribed for him or her by the Board of Directors. At the request of the President, or in the event of the President's absence or disability, the President Elect shall perform the duties and possess and exercise the powers of the President. 

Section 3.  Vice Presidents 

At the request of the President, and to the extent authorized by law, the Vice Presidents shall have such other powers and duties as the Board of Directors may determine. 

Section 4.  Secretary 

The Secretary shall have responsibility for maintaining such books, documents, and papers as the Board of Directors may determine and shall have the custody of the corporate seal.  The Secretary shall attend and keep minutes of all meetings of the members, of the Board of Directors, and of the Executive Committee. In the absence of the Secretary, the President or presiding officer shall designate a person to take minutes of the meetings.  With the President, the Secretary may sign in the name and on behalf of the association, any contracts or agreements authorized by the Board of Directors, and when authorized or ordered by the Board of Directors, the Secretary may affix the seal of the association.  The Secretary shall perform such other duties as may be assigned by the Board of Directors. 

Section 5.  Treasurer 

The Treasurer shall supervise all accounts, funds, property, and securities of the association, subject to such regulations as may be imposed by the Board of Directors.  Together with such other officers or agents designated by the Board of Directors, the Treasurer shall be authorized to sign all checks of the association and all bills of exchange and promissory notes issued by the association, except in cases where the signing and executing thereof shall be expressly designated by the Board of Directors or by these Bylaws to some other officer or agent of the association.  The Treasurer shall be responsible for regular entries on the books of the association, which are to be kept for the full and accurate account of all moneys and obligations received and paid or incurred on account of the association, and shall exhibit such books at all reasonable times to any director or member on application at the offices of the association.  The Treasurer shall in general perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors. 

Section 6.  Executive Director 

The Board of Directors may create the office of and employ an executive director and such other personnel as may be deemed necessary, who need not be a member of the association.  The Board of Directors may assign to the executive director and to such other personnel such duties as it sees fit.  The Board of Directors shall fix the salary and term of office of the executive director and such other personnel. 

The Executive Director, subject to the direction and control of the Board, shall supervise and control all of the assets, business, and affairs of the corporation.  Without limiting the generality of the foregoing, the Executive Director is authorized to manage the normal and usual day-to-day operations of the association, provided that such actions are consistent with the approved annual budget, Board policies and resolutions, the mission and purpose of the corporation and the provisions of the association’s Articles and Bylaws, and provided that such actions will not jeopardize the corporation’s status as an exempt entity under Section 501(c)(3) of the Internal Revenue Code.  The Executive Director may be assigned specific duties from time to time by the Board of Directors.

Section 7.  Payment to Officers 

Officers shall not receive any compensation for their services as officers or for attendance at either regular or special meetings of either the members or the Directors. 

Section 8.  Suspension and Removal of Officers 

An officer may be removed by the board of directors.  

The Executive Committee has the authority to suspend officers for good cause.  Any officer proposed to be suspended shall be entitled to at least ten (10) days written notice of the meeting of the Executive Committee at which such suspension is to be considered. The officer shall be entitled to appear before and be heard by the Executive Committee at such meeting.  A vote of two-thirds (2/3) of the Executive Committee will constitute a suspension of the officer.  At the next meeting of the Board of Directors, the removal of the suspended officer will be duly calendared, and notice and an opportunity to appear and to be heard shall be accorded the suspended officer.  Upon majority vote the officer shall be removed. 

ARTICLE X: COMMITTEES 

Section 1.  Standing and Special Committees 

The association shall have the following standing committees:

A. Nominating Committee

B. Executive Committee

In addition, there shall be such other standing or select committees as shall be determined from time to time by the President and/or the Board of Directors.  Chairpersons of all such standing committees shall be appointed annually by the President as soon after the annual elections as is practicable, and shall begin their terms at the beginning of the annual meeting of the board of directors.  Chairpersons of all select committees shall be appointed by the President, and shall serve for the term of the select committee. 

All committees shall report their findings, activities and recommendations to the President.   The power to act on committee findings and recommendations rests solely with the Board of Directors.  If action is required before the next regularly scheduled meeting of the Board of Directors the Executive Committee shall have the power to act upon a committee recommendation or finding.  Committees do not have the power to make any final determinations.  

The power of the Nominating Committee is not limited by this section. The Nominating Committee shall have the power to make nominations without Board approval. 

Section 2.  Nominating Committee 

The President shall appoint a nominating committee consisting of at least five members of the association.  The President, President-elect, and the immediate past President shall be members of the committee.   The committee shall propose the names of at least one candidate for each officer position and the names of at least one candidate for the elective members of the board of director.  

Section 3.  Executive Committee 

(a) Composition and Term: The Executive Committee shall consist of the six (6) elected officers and the immediate past President. 

(b) Powers and Duties: The Executive Committee shall exercise such powers and duties of the Board of Directors as are delegated by the Board, except where federal and/or state statutes require action by the Board.  The Executive Committee shall perform such other duties as the Board of Directors may from time to time delegate. 

(c) Report of Action:  All action of the Executive Committee shall be reported to the Board of Directors at the next regular meeting. 

(d) Quorum:  Four (4) members of the Executive Committee shall constitute a quorum. 

(e) Meetings: 

(1) The Executive Committee shall meet upon the call of the President or of any three (3) members of the Executive Committee.  Formal notice is not required for meetings, but reasonable notice shall be given by a telephone call, letter, or electronic mail, to the home or office of every member of the committee stating the time and place of the meeting. 

(2) Meetings may be conducted by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means constitutes presence at the meeting.

(3) The transactions of any meeting of the Executive Committee at which a quorum of members is present shall be valid, regardless of the time or place it is held or whether notice thereof was given, if each member not present at the meeting signs either a waiver of notice to hold such meeting or an approval of the minutes thereof. 

(4) All meetings of the Executive Committee, except executive sessions, shall be open to the entire Board of Directors. 

(f) Action without a Meeting: Any action of the Executive Committee may be taken without a meeting if all members of the Executive Committee are given written notice of the proposed action and two-thirds of the Executive Committee members consent to the action in writing.  Such written consent shall be filed with the minutes of the proceedings of the next Board of Directors meeting. 

Section 2.  Vacancies 

The President shall have the power to fill vacancies in any committee chair. 

XI:  ADMINISTRATIVE PROVISIONS

Section 1.  Books and Records 

The corporation shall keep at its principal office or its registered office in this state the following documents in the form of a record:  a list of members, including names and addresses; current Articles of Incorporation and Bylaws; correct and adequate statements of accounts and finances; a list of the names and addresses of the officers and directors; minutes of proceedings of the Board (and of the members, if any); and any minutes which may be maintained by a Board committee.

The corporate records shall be open at any reasonable time to inspection by any member of more than three months standing or a representative of more than five percent of the membership, provided such member has a purpose for inspection reasonably related to membership interests.  The costs of inspecting or copying shall be borne by such member except for costs for copies of the Articles of Incorporation or these Bylaws.  

Section 2.  Contracts, Checks, Deposits, and Funds 

The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issues in the name of the corporation, shall be signed by such office or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. 

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. 

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general or for any special purpose of the corporation. 

Section 3. Agents and Representatives

The Board of Directors may appoint such agents and representatives of the association to perform such acts or duties on behalf of the association as the Board of Directors may see fit, as may be consistent with these Bylaws and permitted by law. 

Section 3.  Accounting Year

The accounting year of the corporation shall be the twelve months commencing July 1 and ending June 30.

Section 4.  Demand, Consent, Waiver, and/or Notice by Electronic transmission. 

A demand, consent, waiver, or notice by or to members, directors and officers of the association may be made by electronic transmission as defined and allowed in RCW Chapter 24.03 to those members, directors, and officers who have provided the requisite consent in the form of a ‘record’.  The procedures used shall comply with the requirements and provisions of RCW 24.03.009.  Consent to electronic transmission may be revoked by delivery of a notice of withdrawal of consent in the form of a ‘record’ or if the secretary of the person responsible for providing notice becomes aware that the association is unable to transmit two consecutive notices to the member, director, or officer.  The provisions of this subsection supersede any inconsistent provisions set forth in any other Section of the Bylaws for providing a demand, consent, waiver or notice by or to a member, director, or officer of the association. 

ARTICLE XII:  INDEMNIFICATION

Section 1.   Right to Indemnification.  

Each individual (hereinafter an “indemnitee”) who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the corporation or that, while serving as a director or officer of the corporation, he or she is or was also serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation or of a foreign or domestic partnership, joint venture, trust, employee benefit plan or other enterprise, whether the basis of the proceeding is alleged action in an official capacity as such a director, officer, employee, partner, trustee, or agent or in any other capacity while serving as such director, officer, employee, partner, trustee, or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee, partner, trustee, or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that no indemnification shall be provided to any such indemnitee if the corporation is prohibited by the Washington Nonprofit Corporation Act or other applicable law as then in effect from paying such indemnification; and provided, further, that except as provided in this Article with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board of Directors.  The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”).  Any advancement of expenses shall be made only upon delivery to the corporation of a written undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this section and upon delivery to the corporation of a written affirmation (hereinafter an “affirmation”) by the indemnitee of his or her good faith belief that such indemnitee has met the standard of conduct necessary for indemnification by the corporation pursuant to this article.

Section 2.  Right of Indemnitee to Bring Suit.  

If a written claim for indemnification under this Article is not paid in full by the corporation within sixty (60) days after the corporation’s receipt thereof, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim.  If successful, in whole or in part, in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expenses of prosecuting or defending such suit.  The indemnitee 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 an advancement of expenses, where the required undertaking and affirmation have been tendered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is so entitled.  Neither the failure of the corporation (including the Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including the Board of Directors or independent legal counsel) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled.

Section 3.   Rights Nonexclusive.  

The right to indemnification and the advancement of expenses conferred in this article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, general or specific action of the Board of Directors, contract or otherwise.

Section 4.   Insurance, Contracts and Funding.  

The corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director, officer, employee or agent, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Nonprofit corporation Act.  The corporation may enter into contracts with any director, officer, employee or agent of the corporation 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.  Indemnification of Employees and Agents of the Corporation.  

The corporation may, by action of the Board of Directors, grant rights to indemnification and advancement of expenses to employees and agents of the corporation with the same scope and effect as the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Nonprofit Corporation Act or otherwise.

ARTICLE XIII:  RULES OF PROCEDURE

Except where inconsistent with these Bylaws or the Articles of Incorporation hereof, this association shall conduct its meetings in conformity with Robert's Rules of Order. 

ARTICLE XIV:  NON-DISCRIMINATION 

The selection of members, Directors, officers and staff shall be made without discrimination based on sex, color, race, religion or national origin. 

ARTICLE XV:  AMENDMENTS 

The Board of Directors shall have the exclusive power to make, alter, amend, and repeal the Bylaws of the association by affirmative vote of two-thirds (2/3) of the Board present and voting; provided that the action is proposed at a regular or special meeting of the Board and general notice of the issue is provided in the notice of meeting.   

CERTIFICATE OF ADOPTION

On the day of June 22, 2012, the foregoing Amended and Restated Bylaws were read, approved, and duly adopted by the Board of Directors of Washington Defender Association and the President of the Board and the Secretary of the corporation were empowered to authenticate such Bylaws by their signatures below.

________________________, President of the Board

________________________________, Secretary

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