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WSAMA Bylaws

AMENDED BYLAWS

OF

WASHINGTON STATE ASSOCIATION OF MUNICIPAL ATTORNEYS

(A Washington Not for Profit Corporation)

(As last amended July 16, 2004)


ARTICLE I

OFFICES

The principal offices of the corporation shall be located at 2601 Fourth Avenue, Suite 800, Seattle, WA 98121-1280. The corporation may have such other offices within or without the State of Washington as the Board may determine from time to time. (Amended October 2, 2003)

ARTICLE II

MEMBERS

Section 1. Qualifications. A person may become a member of this association if he or she satisfies all of the following conditions;

Admitted to the practice of law in the State of Washington;

Legal practice includes the representation, by election, appointment or contract, of any city or town within the State of Washington; and

Legal practices does not substantially consist of the representation of criminal defendants and/or civil plaintiffs, claimants or other person seeking affirmative relief in administrative hearings, civil litigation, or other contested proceeedings against cities, town or specail purpose districts. For purposes of this section, substantially consist shall be as determined by the board in response to inquiries or complaints. (Amended July 16, 2004)

Section 2. Dues. Each member shall pay annual dues, if any, as may be fixed and determined by the Board of Directors and approved by the membership at its annual meeting.

Section 3. Diversity. Diversity in membership and participation in WSAMA activities is strongly encouraged. 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). (Added January 17, 2003)

Section 4. Voting Rights. Each member in good standing, except associate members, shall be entitled to one vote on each matter submitted to a vote of the members.

Section 5. Termination of Membership.

A. The membership of any member shall automatically terminate when the member no longer meets the qualifications of Section 1 above.

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

Section 6. Resignation. Any member may resign by filing a written resignation with the secretary-treasurer.

Section 7. Transfer of Membership. Membership in this corporation is not transferable or assignable.

Section 8. Other Classes of Membership. The Board of Directors may establish other classes of non-voting members and the dues therefor. All membership must be consistent with the purpose of this corporation.

Section 9. Associate Members. The following may become associate members of the Association subject to approval by the Board of Directors and payment of the dues prescribed by Board resolution for associate membership.

A. Any attorney admitted to the practice of law in the State of Washington who is not qualified to be a voting member.

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

C. 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.

ARTICLE III

MEETINGS OF MEMBERS

Section 1. Annual Meeting. An annual meeting of the members shall be at such time and place as might be directed and designated by the Board of Directors, but in any event should the Board of Directors fail to designate the time and place for the annual meeting, the annual meeting shall be held at 2601 Fourth Avenue, Suite 800, Seattle, WA 98121-1280, on the fourth Friday in June of each year; for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. (Amended October 2, 2003)

Section 2. Special Meetings. Special meetings of the members may be called by the president, the Board of Directors, or not less than one-tenth of the members having voting rights at a place designated by the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Washington.

Section 3. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than ten or more than fifty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by 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 the records of the corporation, 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 of the Association.

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 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, by resolution, may permit voting by any combination of mail, electronic means or by proxy on any particular action that may be taken at a meeting. A copy of the resolution shall be delivered personally, by mail or electronic means to each member no later than 7 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 the records of the corporation. (Amended October 2, 2003)

ARTICLE IV

BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Selection, Term. The Board of Directors shall consist of eleven 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 meetings from the membership as follows:

(1) The president, first vice president, and second vice president shall be elected at each annual meeting of the members; and

(2) 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 office of the directors shall be as follows:

(1) 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;

(2) 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

(3) 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. (Amended October 2, 2003)

Section 3. Regular Meetings. There shall be four (4) regular meetings of the Board of Directors each year, on approximately a quarterly basis. The first, which shall be denominated the "winter" board meeting, shall be held on the first Friday in February at the offices of the Municipal Research & Services Center of Washington ("MRSC"). The second, which shall be denominated the "spring" or "annual" board meeting, shall be held immediately after and at the same place as, the annual spring meeting of the Association. The third, which shall be denominated the "summer" board meeting, shall be held on the third Friday of July at the offices of MRSC. The fourth, which shall be denominated the "fall" meeting, shall be held immediately after and at the same place as the annual fall conference of the Association: PROVIDED, however, that the board may shedule the regular fall board meeting on another day immediately prior to or during a particular fall conference, for the convenience of a majority of the board. The board also may change the time or place of any winter or summer quarterly board meeting by resolution or motion.(Amended May 14, 2004)

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or executive secretary or any two directors, and shall be held: at the principal office of the corporation; at such other place as the directors may determine; by telephone conference call; or by 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 announced prior to or during the meeting and shall be a minimum of four calendar days, subject to earlier adjournment by the chair in the event that all board members have responded. (Amended October 2, 2003)

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 or by mail or electronic means. For mail or electronic means, such notice shall be deemed to be 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. (Amended Ocotber 2, 2003)

Section 6. Notice. Informal Action by Directors. 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 of Directors, 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 or by electronic means so long as the secretary-treasurer determines that the majority of directors have consented and that, in reporting the informal action taken, the means by which the consent was given is also reported. (Amended October 2, 2003)

Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less 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 of Directors, unless the act of a greater number is required by law or by these bylaws.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors 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 of Directors having a lesser term, shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of the director's predecessor in office; provided, that if the vacancy occurs during the first year of a two-year term and more than 30 days prior to the date of an annual election, the vacancy shall be filled by a special election held for that purpose at the annual meeting of the members. (Amended 2/22/91)

Section 10. Board Positions on Pending State Legislation. The Board of Directors shall not engage in lobbying, as that term is defined in RCW 42.17.020(19), as now or hereafter amended: Provided, that the Board may take a position on pending legislation before the state legislature or on pending rules or standards before a stateagency for the purpose of communicating such a position to the Assocation of Washington Cities and/or to WSAMA members. The position taken shall be considered a position of the Board of Directors and not of the association or its members.

ARTICLE V

OFFICERS

Section 1. Officers.

A. The elected and appointed officers of this corporation shall be president, first vice president, second vice president and a secretary-treasurer, who may be also referred to as "executive secretary". The president, first vice president and second vice president shall be elected annually by the members of this corporation that are present at the annual meeting held as herein provided. Except as otherwise provided in these bylaws officers shall be members of the corporation.

B. The secretary-treasurer shall be appointed by and serve at the pleasure of the Board of Directors.

Section 2. Term of Office. The term of office of each officer shall be until the next annual meeting of the members and the election and qualification of the member's successor.

Section 3. Removal. Any officer elected or appointed may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. 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:

1. The death of the incumbent:

2. The officer's resignation. A vacancy caused by resignation shall be deemed to occur upon the effective date of the resignation;

3. The officer's removal by a majority vote of the membership;

4. The officer's ceasing to possess the qualifications for membership in the Washington State Association of Municipal Attorneys: PROVIDED, That a vacancy shall not automatically occur upon an officer ceasing to have the required qualifications, but may be declared pursuant to a motion passed by a majority of the members present at a general or special meeting of the Board of Directors.

Section 5. Powers and Duties.

A. Duties of the President. The president shall preside at all meetings of the membership and Board of Directors, and when authorized to do so, execute with the executive secretary any or all instruments of negotiation and shall further carry out any other duties delegated to the president by the Board of Directors.

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 herein above granted to the president and shall also assist the president and exercise such other powers and perform such other duties as may be prescribed by the Board of Directors.

C. Duties of the Second Vice President. The second vice president, in the absence of the president and the first vice president, shall have and exercise all the powers and perform the duties herein above granted to the president and first vice president and shall also exercise such other powers and perform such other duties as may be prescribed by the Board of Directors.

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

E. In addition to the duties set forth herein, the several officers themselves have such power and shall perform such additional duties as may from time to time be specified in resolutions or other directives of the Board of Directors. The Board of Directors may require any officer to post such bond and in such amount as the Board shall determine, at the expense of the corporation.

Section 6. Executive Secretary-Treasurer Duties May Be Performed By Contract. In lieu of or in addition to filling the position of executive secretary-treasurer the Board, by resolution, may elect to have some or all duties of that position performed by contract. (Amended 4/25/97)

ARTICLE VI

COMMITTEES

Section 1. Standing Committees. The Board of Directors, by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, may designate one or more standing committees, each of which shall include one or more directors.

Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the president of the corporation shall appoint the chair and members. The composition of each committee shall be, at a minimum, reviewed annually to determine if changes or additions are appropriate. Any committee member thereof may be removed by a majority vote of the Board of Directors whenever, in their judgment, the best interests of the corporation shall be served by such removal. (Amended April 26, 2002)

Section 2. Select Committees. Select committees shall be created as the need arises. Select committees may be created by action taken by a majority of the directors present at a meeting at which a quorum is present. The president shall appoint a member of the Board of Directors 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 of Directors whenever, in their judgment, the best interests of the corporation shall be served by such removal. The Board of Directors 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 for president, for first vice president, and for second vice president. Nomination to each of these three offices is also nomination to the Board of Directors. In addition, the committee shall place in nomination at least one name for each of the other Board positions to be elected. (Amended April 26, 2002)

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 of Directors for consideration at a meeting to be held prior to the particular conference. (Amended April 26, 2002)

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 of Directors for consideration at a meeting to be held prior to the particular conference. (Amended April 26, 2002)

Section 5. Legislative Committee. There shall be a legislative standing committee whose duty it is to provide advice to the Association of Washington Cities ("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 engage in lobbying on behalf of WSAMA, as that term is defined in RCW 42.17.020(19). (Amended April 26, 2002)

Section 6. Amicus Curiae Committee. There shall be an amicus curiae standing committee whose duty shall be to review requests for WSAMA amicus curiae assistance, to invite volunteers to author such briefs, and to approve the submission of such briefs on behalf of WSAMA. The committee shall provide informational copies of the amicus briefs to the Board of Directors. (Amended April 26, 2002)

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 of Directors for candidates for Life Membership Awards, the Ernest H. Campbell Award, the Outstanding Service Award and any other award authorized by the board of directors. (Amended April 26, 2002)

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS AND GIFTS

Section 1. Contracts. The Board of Directors may authorize any officers or 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 may be 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 the corporation, shall be signed by such officer or officers or 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.

In the absence of such determination by the Board of Directors, such instruments shall be signed by the secretary-treasurer or designee, and countersigned by the president or first vice president of the corporation.

Section 3. Deposits. 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 depositaries as the Board of Directors may designate, in consultation with the fiscal department of the Municipal Research and Services Center of Washington.

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

ARTICLE VIII

BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors; and shall keep at the principal office a record giving the names and addresses of directors, officers and members. All books and records of the corporation may be inspected by any member, or a member's agent or attorney, for any proper purpose at any reasonable time.

ARTICLE IX

FISCAL YEAR

The fiscal year of the corporation shall begin on July 1 of each year and end at midnight on the 30th day of June of the following 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, or repeal or adopt new bylaws is delivered personally or by mail to each board member at least ten 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 the records of the corporation, with postage thereon prepaid. Notice of the Board's alternation, amendment, repeal or adoption of the bylaws shall be promptly mailed to each member of the association.

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 of directors of the Washington State Assocaition of Municipal Attorneys has approved such action, by majority vote at a regular or special meeting, purusuant to written proposal distributed to all board members at least ten days in advance of the meeting, pursuant to a finding by the board as provided by law, that the proposed indemnitee has met the standards of conduct required for indemnification by the corporation as set forth in RCW 23B.05.510. However, nothing in this section shall restrict the duty of the corporation or its board of directors to provide indemnification to an indemnitee who is thus qualified, up to the maximum amouint provided for that purpose through one or more policies of insurance as provided in this Article.

B. Each person who was, 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, by reason of the fact that he or she is or was a director or officer of the corporation or, while a director or officer, he or she is or was serving at the request of the corporation 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 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, 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 attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a 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; provided, however, that except as provided in Section 2 of this Article with respect to proceedings seeking solely to enforce rights to indemnification, the corporation shall indemnify any such 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 of Directors. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 1 or otherwise. (Adopted 8/25/88)

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 the corporation within sixty (60) days after a written claim has been received by the corporation, 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 twenty (20) days, the claimant may at any time thereafter bring suit against the corporation 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 the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant is not so entitled.

Section 3. Nonexclusivity 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 which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, or vote of the members.. (Adopted 8/25/88)

Section 4. Insurance, Contracts and Funding. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation 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. The corporation may, without further membership action, enter into contracts with any director or officer 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. (Adopted 8/25/88)

Section 5. Indemnification of Employees and Agents of the Corporation. The corporation may, by action of its Board of Directors from time to time under the conditions prescribed in this Article of officers and directors, provide indemnification and pay expenses in advance of the final disposition of a proceeding 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.

Section 6. Nothing in this Article shall be construe to give an officer, director, employee or agent of the corporation a right to be indemnified in an action brought by the corporation against the officer, director, employee or agent.