of
the
Western Washington Cooperative Interference Committee
11410 N.E. 122nd Way, Suite 312
Kirkland, WA 98034
ARTICLE
1 Title, Type and Purpose
Section 1 Title
This
organization will be known as the Western Washington Cooperative Interference
Committee, hereafter referred to as WWCIC.
Section 2 Type
WWCIC is a
nonprofit organization and governed by a combined Constitution and Bylaws that
is defined in Robert’s Rules of Order, 75th Edition.
WWCIC is registered and abides by the laws of King County, Washington
State and the Federal Internal Revenue Service of the United States.
Section 3 Purpose
The
purpose of WWCIC is to:
(a)
Provide a
organization acting as a 3rd party to mediate interference
(b)
Prevent or
correct problems of interference to radio services
(c)
Function on a
cooperative basis by offering relief or counsel to members and non-members alike
without bias that are subject to an interference problem
(d)
Encourage all
parties to negotiate and exhaust all procedures normally used to correct or
alleviate interference problems
(e)
Develop, maintain
and promote good radio engineering standards and procedures that prevent and
minimize radio interference
(f)
Foster a good
working and community relationship with our Canadian, Eastern Washington, Idaho
and Oregon neighbors
Section
1 Officers as the Executive Board
The
officers of the organization shall form the Executive Board with full and
complete power to manage the business, raise funds, make payment for capital
goods and services for the benefit of the general membership and shall have the
following positions:
(a)
Chairperson
(b)
Vice Chairperson
(c)
Secretary
(d)
Treasurer
(e)
Federal Communications Commission Representative
(f)
Member at Large Position 1
(g)
Member at Large Position 2
(a.)
General Powers
All
business powers shall be exercised by or under the authority of the Executive
Board. The business and affairs of WWCIC shall be managed under the
direction of the Board. Business
matters pertain to the operations required to manage and govern WWCIC as a
non-profit entity and sustain services as listed in section 3, Purpose.
(b.)
Qualifications of Directors
Candidates for the Executive Board must have at least one
full year as a member in good standing.
(c.)
Executive Board Vacancies
If a
vacancy occurs on the Executive Board the members of the Board shall fill the
vacancy with an appointee to serve for the duration of the term.
The
Executive Board shall fill the vacancy by the affirmative vote of a simple
majority.
If a Board
member resigns effective at a specific later date, the Board may fill the
vacancy, before the vacancy occurs, but the new Board member may not take office
until the vacancy actually occurs.
(d.)
Contracts
The
Executive Board may authorize any officer or officers, agent or agents, to enter
into any contract or execute or deliver any instruments in the name of and on
behalf of WWCIC and such authorization may be general or confined to specific
instruments. Such
contracts must be for the benefit of the general membership.
Such matters are to brought before the membership in a regular or special
meeting for direction or approval under Article 5, Voting.
Special committees may also be used to make recommendations for contracts
to be brought before the membership.
(e.)
Loans
WWCIC
shall not allow anyone to contract on behalf of it for indebtedness for borrowed
money under any circumstance.
(f.)
Checks, Drafts, etc.
The
Executive Board shall authorize by resolution which officer(s) or agent(s) may
sign and issue all WWCIC checks, drafts or other orders for payment of money,
and notes or other evidence of indebtedness. The Board shall also
determine by resolution the manner in which these documents will be signed and
issued.
There
shall be the following Standing Committees:
(a)
The Technical
Committee with a minimum of two members from the general membership
(b)
The Web Site
Committee with a minimum of a Web Master and Content Manager
(c)
The Membership
Committee with a minimum of one person
(a)
Chairperson – 2
year term; with a 2 consecutive term limit
(b)
Vice Chairperson
– 2 year; with a 2 consecutive term limit
(c)
Secretary – 1
year; with a 2 consecutive term limit
(d)
Treasurer – 1
year; with a 2 consecutive term limit
(e)
FCC
Representative – No term limit
(f)
Member at large
– 2 years; with a 2 consecutive term limit
No officer
will serve on the Nominating Committee.
The
Nominating Committee will consist of at least three active members in good
standing. The Committee is selected
by a call for volunteers from the floor by the Chairperson at the September
meeting. The Committee is
approved by the simple majority of members present at the September meeting.
Nominations
of officers and committee members will be presented at the October meeting by a
Nominating Committee.
Nominees
for positions will be current members in good standing.
Nominees will be selected and notified by the committee between the
September and October meetings. Any
member in good standing may offer their candidacy to the
Nominating Committee during this period.
Nominees must accept or reject the nomination with all decisions reported
to the Secretary prior to the October meeting.
The committee must have a slate of nominees by the October meeting.
Each position must have at least one nominee.
Section
4 Commencement of Terms
All
officers' terms will commence January 1, following their election.
Officers with 2 year terms will have elections on even years beginning
for 2006. Officers with 1
year terms will have elections annually beginning for 2005.
Section
5 Voluntary Resignation
Any
officer or committee member may resign their position at any time.
The resignation can be effective immediately upon written notice to the
Executive Board. The vacancy
process (90-days) described in Section 7 will be used to fill the position for
the remainder of the term.
Section
6 Membership Removal
Any
officer, committee member or member may be removed from their position and/or
membership with cause and at least six of seven votes from the Executive Board
to remove. Cause is defined as
bringing discredit upon WWCIC such as unethical behavior or mismanagement of
WWCIC policy or finances.
In the event of a vacancy by any officer or committee member, that vacancy will
be filled by appointment of a member in good standing by the Chairperson with
the approval of a simple majority of the Executive Board.
The term of the appointment is 90 days.
During this time the Nominating Committee process will be used to endorse
or replace the appointee before the expiration of the 90 day period.
The months of September and October are replaced by the second and third
months during the 90 day period.
Section
8 Compensation
All, Officers, and Committees will serve without pay except for actual expenses.
ARTICLE
3 Duties of Officers
Section 1 Chairperson
(a.)
General
It will be
the duty of the Chairperson to preside at monthly General Membership and
Executive Board meetings.
(b.)
Special or Executive Board Meetings
The
Chairperson may call Special or Executive Board meetings whenever deemed
necessary or at the written request of 2 or more Executive Board members or 3
general members.
(c.)
Enforcement of WWCIC Constitution and Bylaws
The
Chairperson will enforce the observance of the Constitution and By-laws.
(d.)
Requirement to Respond
The
Chairperson will act with due process on the findings or suggestions of all
committees.
(e.)
Chairperson’s
Report
It is customary for the Chairperson to provide opening comments, verbal or
written at each monthly meeting, special meeting or the Executive Board Meeting.
Section 2 Vice-Chairperson
(a.)
General
It will be
the duty of the Vice-Chairperson to perform the duties of the Chairperson in the
Chairperson's absence of a meeting or if the Chairperson is unable to serve the
remainder of the term. The 90
day process does not apply.
Section 3 Secretary
(a.) Agenda and Minutes.
It will be
the duty of the Secretary to keep a record of the proceedings at all meetings.
The Secretary will compose and publish the minutes of the previous
meeting and a proposed agenda of the next meeting at least calendar 5 days prior
to the meeting day. Agenda items
must be submitted to the Secretary at least 10 calendar days before the next
monthly meeting to ensure publication and adequate notice to the membership. Late agenda items will be called to the floor by the Chairman
as New Business.
(b.)
Meeting Notices
The
Secretary will notify all members of the monthly meetings by publication in the
meeting minutes and the web site for at least three months in advance.
The Secretary will notify the Board members of the next Executive Board
meeting by email or telephone at least 3 days in advance.
(c.)
Membership Database
The
Secretary will keep a current list of all members and contact information that
should include the member’s name, organization, email address and phone
number. Members are
responsible for providing current information to the Secretary.
(d.)
Correspondence
The
Secretary will administer to all WWCIC official correspondence other than
financial.
(e.)
Government Compliance
The
Secretary will attend to all matters to see that WWCIC complies with all
government regulations, notices, filings, fees, requests and processes. The
Secretary will maintain the Constitution and Bylaws with the State of
Washington.
(f.)
Secretary’s Report
The
Secretary is required to provide a verbal or written report at each monthly
meeting. Verbal reports must be
upgraded to written by the next regular meeting. The membership is required to approve the minutes by a motion
to the floor.
Section 4 Treasurer
(a.)
Membership Dues
It will be
the duty of the Treasurer to receive all membership dues and issue receipts to
the membership and maintain accurate accounting for membership.
(b.)
Financial Reporting
The
Treasurer is responsible for all financial reporting to the County, State and
Federal, such as W9 and IRS status. The
Treasurer is required to send the financial report to the Secretary before the
end of each month for publication in the minutes.
(c.)
Financial Trust and Accountability
The
Executive Board shall authorize by Board resolution a “records-of-where”
defining the exact location of the banks and depositories.
The Treasurer is
required to keep securely all monies of the organization.
The Treasurer’s books will always be open for inspection by any officer
or member of WWCIC. The Treasurer
will turn over the financial records to the successor of the office.
The Treasurer will maintain funds in a checking account and a savings
account with a ratio that is flexible, minimizing fees and other costs.
The Treasurer is required to maintain the banking signature card.
(d.)
Treasurer’s Report
The
Treasurer is required to provide a verbal or written report at each monthly
meeting.
Section 5 FCC Representative
(a.) General
The FCC
Representative or a designee should attend the monthly meetings, help
investigate and mediate interference issues, provide general comment and help
the General Membership understand FCC regulations.
(b.)
Membership Support
The
general membership is encouraged to provide technical and logistical support to
the FCC.
(c.)
FCC Report
The FCC
may provide a verbal or written report on FCC activities at each monthly
meeting.
Section 6 Members at Large
(a.)
General
It will be
the duty of the Members at Large to represent the interest of the general
membership at Executive Board meetings, special and general monthly meetings.
(b.)
Membership and Recruitment Manager
One Member
at Large is the Chairperson of the Membership Committee and responsible for
membership recruitment and retention. See
Section 9, Membership Committee.
(c.)
Information Manger
The other
Member at Large is responsible for acting as the Information Manager, to collect
and publish news and information articles of interest to the membership through
email, web site or presentations at meetings.
The Information Manager provides content to the Web Master for
publication. The Information
Manager is an automatic member of the of the Web Site Committee.
(d.)
Member at Large Report
A Member
at Large is required to provide a verbal or written report at each monthly
meeting.
(a.)
Standards
It will be
the duty of the Technical Committee to develop and maintain good radio
engineering and technical standards for the purpose of minimizing radio
interference. The Committee will
formally review, modify, improve and republish the standards at least every 2
years or sooner as needed. The
standards are to be documented and published via the WWCIC web site.
(b.)
Interference Issue
The
Technical Committee will work with the FCC Representative or assigned staff
member(s) to help investigate and mediate interference issues and is a resource
to the general membership. The
general membership is encouraged to provide technical and logistical support to
the Committee.
(c.)
Committee Report
The
technical Committee is required to provide a verbal or written report at each
monthly meeting.
(a.) General
It
will be the duty of the Web Site Committee to establish, develop and maintain a
web site presence of WWCIC.
(b.) Web Master
The
Web Master will manage the technical aspects of the web site.
(b.) Web Content Manager
The
Web Content Manager is also a Member at Large.
(c.) Web Committee
Guidelines
The
Web Content Manager will develop and manage the content of the web site,
submitting content to the Web Master for posting or directly emailing special
bulletins of newsworthy and timely information that is useful to the membership.
Content must be in good taste, non-inflammatory and non-controversial. Good judgment must be applied to content that is
directly related to the membership and not overload the email inboxes of the
membership with information that might be more readily obtained elsewhere.
The use of web links is highly encouraged and caution should be observed
with copyrighted material. The
membership roster and detailed accounting transactions are specifically not to
be posted on the web site. The
Executive Board contact information is permitted to be posted on the web site.
The minutes to the monthly meeting must be posted on the web site within
10 days of approval at a regular or special meeting.
(d.) General Membership
Support
The
General Membership is encouraged to provide to the Web Committee, web links,
news reports, photographs and other content for the benefit of the General
Membership.
(e.) Committee Report
The
Committee is required to provide a verbal or written report at each monthly
meeting.
(a.)
General
The
Committee will be chaired by a Member at Large. It will be the duty of the Membership Committee to recruit,
promote and retain membership. Activities
should include an active program to increase and retain membership.
The Committee will develop, maintain and utilize informational and
promotional materials and content for media distribution in traditional and
electronic form. The Committee will
coordinate content and publication specifically noted in Section 8.
(b.)
Technical Presentations at Monthly Meetings
The
Committee also manages recruitment for presentations at monthly meetings.
The Committee will schedule with the Secretary at least one technical
presentations per quarter.
(c.) General Membership Support
The General Membership is encouraged to provide leads,
experts, speakers, etc. to the Committee for the benefit of the General
Membership.
(d.) Committee Report
The
Committee is required to provide a verbal or written report at each monthly
meeting.
Section
10 Committees
(a)
Creation of Committees. The Executive Board may create one or more
committees and appoint members of the Executive Board to serve on them.
(b)
Selection of Members. To create a committee and appoint members to it, the
Executive Board must acquire approval by the majority of the Executive Board
when the action is taken.
(c)
Required Procedures. This document governs meetings, notice, quorum and
voting requirements, conduct of the Executive Board and applies to committees
and their members. In addition, the committees shall keep regular minutes
of their proceedings and report the same to the Executive Board. The
committees are subject to all the procedural rules governing the operation of
the Executive Board itself.
(d)
Authority. Each committee may exercise the specific Executive Board
authority which the Executive Board confers upon the committee in the resolution
creating the committee. Provided,
however, a committee may not:
(1)
approve the dissolution, merger, or the sale, pledge, or transfer of all or
substantially all of WWCIC assets;
(2) elect,
appoint, or remove Executive Board Members or fill vacancies on the Executive
Board or on any of its committees; or
(3) adopt,
amend, or repeal elements of Constitution and Bylaws.
ARTICLE 4
Membership and Dues
(a.)
Special Action on “Charter Membership”
The former
“Charter Membership” with no dues, is revoked for the dues to be collected
for 2005 and thereafter. Former
Charter Members will be converted to General Membership.
(b.)
Special Action on “Fractional Membership.”
The
practice of fractional dues payments for two or more members per member
organization is discontinued for 2005 and thereafter. Former Fractional Members will be required to conform to the
new membership and dues structure for 2005 and thereafter.
Section
1 Qualification of Membership
There is no application or elective process to become a
member of WWCIC. A person as an
individual or part of a corporation or government entity is a candidate for
becoming a member by supporting the Constitution and By-Laws of WWCIC.
Candidates for membership must be either legal citizens of the United
States or Canada.
Section
2 Conduct
It will be
the responsibility of all members to conduct themselves in a business like
manner while representing WWCIC. All
members will notify an officer of any property that has been lost, stolen or
destroyed. It is the responsibility
of all members to be aware of the organization’s Constitution and Bylaws.
Any member in serious violation of the Constitution and Bylaws will have
their membership reviewed for possible removal.
Section
3 Prohibited Transactions
(a)
Prohibition Against Profit in Activities. Officers, agents, committee
members and general members within WWCIC shall not engage in activities that
lead to profit for WWCIC.
(b) Other
Prohibitions. WWCIC Executive Board, officers, agents committee members or
general members have any power to cause WWCIC to do any of the following with
related parties:
(1) make
any substantial purchase of securities or other property, for more than adequate
consideration in money or money's worth;
(2) sell
any substantial part of its assets or other property, for less than an adequate
consideration in money or money's worth.
For the
purpose of this subsection, related parties means any person who has made a
substantial contribution to WWCIC, or with a brother, sister, spouse, ancestor,
or lineal descendant of the person giving, or with a corporation directly or
indirectly controlled by the person giving.
Section
4 Prohibited Activities.
Notwithstanding
any other provisions of the Constitution and Bylaws, no officer, agent or
representative of WWCIC shall take any action or carry on any activity by or on
behalf of WWCIC not expressly permitted to do so in writing or as so recorded in
the minutes of a WWCIC meeting.
Section
5 WWCIC Funds Used For Indemnification.
WWCIC
funds may be used to benefit officers and others by way of indemnification, but
only if such indemnification is authorized by this Constitution and Bylaws.
Section
6 Loans to or Guarantees for Officers or General Membership
WWCIC may
not lend money to or guarantee the obligation of an Officer or General Member of
the WWCIC.
Any member may be suspended or expelled for cause, such as a
serious violation of the Constitution and Bylaws or conduct.
A failure to pay annual dues is an automatic termination of membership.
Notice of process (with name withheld from publication) must be published
in advance in the agenda for the coming monthly meeting.
The person has a right to defense and may plea before the Executive Board
and the general membership at a monthly meeting. The Executive Board must have a three quarter vote majority
of the general membership and a unanimous vote of the Board (unless the person
is a member of the Board) at a regular monthly meeting to suspend or expel.
Any Member may voluntarily terminate membership without notice or cause.
The yearly
dues for the general (individual) membership of WWCIC will be $20.00, normally
paid between September 1 and December 31 for the coming year.
Lapses in payment to cover the year will result in a loss of voting
privilege until dues are paid. New
or renewing memberships are paid on a monthly pro-rated schedule when joining
during the year.
A Group
Membership is defined as two or more members from the same organization within
the context of a corporation, city, county, state or federal entity.
The yearly dues for a group membership of WWCIC will be $10.00 for each
member.
Former general members in good standing are not required to pay dues.
The FCC is
not required to pay annual dues.
Honorary
members are not required to pay dues.
Members in arrears will be removed from the membership rolls
on March 1 into the New Year. The
Treasurer shall notify members in arrears before the end of February of each
year.
ARTICLE
5 Meetings
Section 1 Quorum
Eight (8)
or more general members (not including the officers) will constitute a quorum
for the transaction of any business in a regular monthly meeting.
(a.) General
Each
general, group, FCC, retiree member is entitled to one vote when called by the
Chairperson at a general monthly, committee, special or Executive Board Meeting.
Honorary members are not permitted to vote.
Section 3 Monthly Meeting
Meetings
will be held on the second (2nd) Tuesday of each month, with the exception of
June and August. June is usually
reserved for the annual joint meeting with our Canadian counterparts at WCTC.
When a regular meeting falls on a legal holiday, the meeting will be
postponed for one week. Notices of
meetings are given by the Secretary.
Section
4 Order of Business
The order
of business should be:
Introductions
Chairman’s opening Comments
Corrections and Adoption of draft
minutes of last meeting
Secretary-Treasurer Finance and Correspondence Reports
Canadian-US Joint Meeting 2004 Report (as needed)
Special Committee Reports
Technical Committee Report
Web Site Report
Member at Large Report
(a.)
Special Meetings
The
Executive Board can hold regular meetings if it so chooses. Regular Board
meetings may be held by conference telephone or email exchange.
Records of these meetings must be kept for the record and available to
the General Membership.
The
Secretary shall give to the Executive Board and membership either oral or
written notice of any special or regular meeting at least 3 business days before
the meeting. The notice shall include the meeting place, day and hour.
If the meeting is to be held by conference telephone or email, (regardless of
whether it is regular or special), the Secretary must provide instructions for
participating in the meeting.
The agenda
of special or Executive Board Meetings is restricted to only one item of
business that appears in the call of the meeting notice.
The exception is that other topics for discussion must be requested and
voted on unanimously by all members present.
A special meeting is required for expenditures of more than $500 if not
covered during a regular meeting. The
special meetings are open to the general membership
(b.)
Executive Board Meetings
The
Executive Board can hold Board Meetings if it so chooses. The Board meets
in private. Board meetings may be
held on short notice in person or virtually by electronic means, such as
conference telephone or email exchange. Records
of these meetings must be kept for the record and available to the general
membership.
A majority
of the number of Board members shall constitute a quorum for the transaction of
business at any Board meeting and either the Chairperson or Vice-Chairperson is
required to be present.
If no quorum is present
at a meeting of directors, the Board may not take action on any Board matter
other than to adjourn the meeting to a later date.
Absent
Board members may give their proxy to a Board Member in attendance.
Such proxy can be counted in determining a quorum. No more
than two proxies can be used at any one meeting.
Satisfying proof of proxy must be supplied to the Executive Board.
The
business of special or Board meetings must be recorded and published to the
general membership within 5 business days.
Board Meetings are closed to the general membership.
The Chairperson or in the their absence, the Vice-Chairperson, shall call the
meeting to order and shall act as the Chairperson of the meeting. The
Chairperson shall establish rules of the meeting that will freely facilitate
debate and decision making. The Chairperson will indicate who may speak
when and when a vote will be taken. The Secretary shall act as the
secretary of all meetings of the Board, but in the Secretary's absence, the
presiding Chairperson may appoint any other person to act as the Secretary of
the meeting.
Section 6 Rules of Order
All questions of order not covered by the Bylaws will be governed by the rules
laid in "Robert's Rule of Order, 75th Edition".
A copy of which will be in the possession or the Secretary at all
business meetings.
Section 7 Rule Suspension
No
Constitutional or Bylaws rule may be suspended for the term of a regular monthly
meeting except by a unanimous vote of all members present as validated by a
quorum.
Section
8 Audits
Any Member
of WWCIC may form an Auditing Committee with notice at any regular monthly
meeting under New Business and inspect and report to the general membership the
results of that audit. The
Secretary and the Treasurer shall not serve on the auditing committee.
The Auditing Committee must have open access to books and records of
WWCIC at any reasonable time, especially at monthly meetings.
Actions for corrections and improvements are initiated by a motion on the
floor. The Secretary and Treasurer have 30 days to comply.
ARTICLE 6 OFFICES
The
business office of WWCIC shall be the mailing address of the local Federal
Communications Commission office at Totem Lake, Kirkland, Washington.
For the purposes of banking, the same FCC office address shall be used.
However, a mailing address for statements may be used for convenience.
The
Executive Board may change the Secretary as the registered agent and the address
of the business office from time to time, upon filing the appropriate statement
with the Secretary of Washington State.
ARTICLE
7 RECORDS
(a)
Minutes and Accounting Records. WWCIC shall keep a permanent record of the
minutes of all meetings of its Executive Board, a record of all actions taken by
the Executive Board without a meeting, and a record of all actions taken by a
committee of the Executive Board acting in place of the Board and on behalf of
WWCIC. WWCIC shall maintain appropriate accounting records.
(b) Form.
WWCIC shall maintain its records in written form or in another
form capable of conversion into written form within a reasonable time.
Computer records and audio recordings are permissible.
(d)
Other Records.
Committee working records are held by the Committee and later
sent to the Secretary. All
other records are
kept by the Secretary and the Treasurer.
Section
1 Notification to Attorney General
(a.)
General
The
Secretary shall notify the Attorney General of the State of Washington when
dissolution, indemnification, merger, removal of directors, and the sale of
assets (as defined in the Washington State Law) occur. The Secretary shall
deliver notice in the manner required by each event and cooperate with the
Attorney General in providing necessary information.
(a)
General
(1) In the
event of, the Secretary shall give the Attorney General of the State of
Washington written notice that WWCIC intends to dissolve at or before the time
the Secretary delivers articles of dissolution to the secretary of state.
The notice must include a copy or summary of the plan of dissolution.
(2) WWCIC
shall not transfer or convey assets as part of the dissolution process until 90
days after the Secretary has given the written notice to the Attorney General or
until the Attorney General has consented in writing to the dissolution or
indicated that the Attorney General will not take action in respect to transfer
or conveyance, whichever is earlier.
(3) When
WWCIC has transferred or conveyed all or substantially all of its assets
following approval of dissolution, the Executive Board shall deliver to the
Attorney General a list showing those, other than creditors, to whom the
corporation transferred or conveyed assets. The list must indicate the
address of each person, other than creditors, who received assets and an
indication of what assets each received.
Section 2 Indemnification
(a) General
The
Secretary of WWCIC must give the Attorney General of the State of Washington
written notice of its proposed indemnification of an Officer. WWCIC may
not indemnify an Officer until 30 days after the effective date of the written
notice.
Section 3
Mergers
(a)
General
The
Secretary of WWCIC must give the Attorney General of the State of Washington
written notice of a proposed merger with another non-profit corporation, and
include with the notice a copy of the proposed plan of merger, at least 90 days
before consummation of any merger.
Section
4 Removal of an Officer
(a.)
General
The
Secretary of WWCIC must give written notice to the Attorney General of the State
of Washington if WWCIC commences a proceeding to remove any officer by judicial
proceeding.
Section
5 Sale of assets
(a.)
General
The
Secretary of WWCIC must give written notice to the Attorney General of the State
of Washington 90 days before it sells, leases, exchanges, or otherwise disposes
of all or substantially all of its property if the transaction is not in the
usual and regular course of its activities, unless the Attorney General has
given the corporation a written waiver of this subsection.
ARTICLE
9 INDEMNIFICATION OFFICERS, OFFICERS AGENTS, AND GENERAL MEMBERSHIP
Section
1 Indemnification of Officers, Agents and Employees
(a.)
General
An officer, agent or member as party to a business proceeding may be indemnified against liability incurred in the business proceeding. The Executive Board may choose to indemnify any officer, general member, or agent of WWCIC thus applying those standards described in Article 9.
(b.)
Determination and Authorization.
The
corporation shall not indemnify an Officer unless:
(1)
Determination. Determination has been made in accordance with procedures
set forth in the Washington State Law that the person met the standard of
conduct set forth below, and
(2)
Authorization. Payment has been authorized in accordance with procedures
listed in the Washington State Law based on a conclusion that the expenses are
reasonable, WWCIC has the financial ability to make the payment, and the
financial resources of WWCIC should be devoted to this use.
(c)
Standard of Conduct. The individual shall demonstrate that, the individual
acted in good faith; and the individual reasonably believed
in acting in an official
capacity with WWCIC, that the individual’s conduct was in WWCIC’s best
interests. In all other cases, that
the individuals conduct was at least not opposed to the WWCIC's best interests;
and
in the case of any
criminal proceeding, that the individual had no reasonable cause to believe that
the conduct was unlawful.
The
termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contenders or its equivalent, is not, of itself, a determination
that the person did not meet the standard of conduct described in this Section.
(d) No
indemnification Permitted in Certain Circumstances. WWCIC shall not
indemnify an officer if:
(1) the
officer was adjudged liable to WWCIC in a proceeding by or in the right of WWCIC;
or
(2) the
officer was adjudged liable in any other proceeding charging that the officer
improperly received personal benefit, whether or not the individual acted in an
official capacity.
(e)
Indemnification Limited. Indemnification permitted in connection with a
business proceeding by WWCIC or in the right of WWCIC is limited to the
reasonable expenses incurred in connection with the proceeding.
Section
4 Mandatory Indemnification
Notwithstanding
any other provisions of the Constitution and Bylaws, WWCIC shall indemnify an
officer, who fully qualifies under Article 9.
ARTICLE
10 AMENDMENT AND AUTHORITY BY
SIGNATURE
Section 1 Amendment Process
An amendment to this Constitution and Bylaws must be
presented in writing at a monthly meeting under the heading of new business.
After being presented the amendment will be recorded into the meeting
minutes and tabled until the next monthly meeting.
The meeting minutes will then be published according to the schedule in
the Constitution and Bylaws. At the
next monthly meeting the amendment will be taken from the table under the head
of old business. Such amendments
will then be considered. It will be
voted on as a regular motion. To become a part of the Constitution it must be
carried by a three-fourths vote of the members present in a quorum.
The final amendment text must be recorded into the minutes of the meeting
and incorporated into the Constitution and Bylaws within 10 days, where it then
becomes affective on the second Tuesday of the following month.
AMENDMENTS
None as of September 13, 2004.
(a.)
Signed and approved
This
Constitution and Bylaws were adopted by the unanimous consent of the Executive
Board and 3/4 vote of the general membership present on October 12, 2004.
This Constitution and Bylaws becomes affective November 1, 2004 on
actions required for business on January 1, 2005 and thereafter.
X
Signed by
George Bisso, Chairperson
X
Signed by
Jon Wiswell Vice-Chairperson
X
Signed by
Chuck Zappala, Secretary - Treasurer
X
Signed by
Dennis Anderson, FCC Representative
X
Signed by
Harlan Ohlson, Member at Large Position 1
X
Signed by
Steven Mayes, Member at Large Position 1