BYLAWS OF THE EVERGREEN CHAPTER OF THE CLUB MANAGERS ASSOCIATION OF AMERICA
ARTICLE I
NAME
1.1 Name. The Chapter name shall be “The Evergreen Chapter of the Club Managers Association of America.”
ARTICLE II
PURPOSE AND AFFILIATION
2.1 Purpose. The Chapter is organized and governed in accordance with, and agrees to abide by the rules, regulations and Bylaws of the Club Managers Association of America (CMAA) in effect and as such may from time to time be amended. The purpose of the Chapter is to advance the relationships of persons connected with the management of clubs and to promote the education and
advancement of its members.
2.2 Affiliation. The Chapter shall support the activities and purposes of CMAA with respect to the geographic areas of Western Washington and adjoining counties, including Chelan, Douglas, Kittitas, Lewis, Pacific, Skagit, Whatcom and Yakima.
ARTICLE III
REGULATION OF INTERNAL AFFAIRS
3.1 Members. The Chapter shall have voting and non-voting members. Each voting member is entitled to one (1) vote. The
voting members shall elect the Board of Directors and have such other authority as set forth in RCW Ch. 24.03. All membership
requirements shall be in accordance with the Bylaws of CMAA.
3.2 Board Purpose. The Board of Directors shall be responsible for the management of all Chapter affairs, including hiring and dismissal of management level employees.
3.3 Earnings. No part of the net earnings of the Chapter shall inure to the benefit of any private individual, except that the Chapter shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
3.4 Prohibited Action. No Director, agent or employee of the Chapter shall perform any act or acts on behalf of the Chapter which is, prohibited by 26 U.S.C. Section 501(c) (6).
ARTICLE IV
MEMBERS
4.1 Classes of Membership. The Chapter members will consist of individuals from the categories below whose application has been
accepted by the Board of Directors and paid the Chapter’s membership fees.
A. Membership Categories. There shall be eight (8)) categories of membership: Professional, Associate, Retired (Professional or Associate), Student, Surviving Spouse, Alumnus and Faculty. The requirements for membership in the Professional, Associate and Honorary categories shall be identical to the CMAA’s requirements . A Retired membership is available to Professional members upon retirement from Club Management and/or full time employment. Surviving Spouse membership is available to the surviving spouse of a deceased Professional Member, but shall terminate upon remarriage. Student membership will be open to Students in the pursuit of a club management career on approval of the Board of Directors. Student memberships will be reviewed for renewal annually. An individual who is an instructor/faculty member of a hospitality or related program in an accredited college, university or school for under graduate or graduate students is eligible to apply for faculty membership. Surviving Spouse and Student members shall pay no initiation fee or dues.
B. Voting. Only Professional Members shall be entitled to vote on matters concerning the Chapter.
C. Admission. An application for Professional membership must be made on the official CMAA form. Application for membership in other categories may be made informally. All applications for membership must be accompanied by the pro-rated dues and assessments for the remainder of the current year.
4.2 Membership Dues and Assessments. All dues and assessments shall become payable by the last day of January each year and shall be for the calendar year. The annual dues shall be set by the Board of Directors. The Board of Directors shall have power to
levy special assessments when necessary. Such special assessment shall not be levied upon Honorary, Retired, Student, Surviving Spouse.
4.3 Dues Refunds. No dues shall be refunded to any member whose membership terminates for any reason.
4.4 Annual Meeting. The Annual Meeting of the membership shall be held in the State of Washington in the last two months of each year at a time, date and place determined by the Board of Directors. The purpose of the Annual Meeting shall be to elect Chapter Directors, to review the Chapter’s financial condition, to review reports from Directors and any committees of the Board of Directors and to conduct other business as may be determined by the Board of Directors.
4.5 Special Meetings. Special meetings of the members may be called by the President or any three (3) Directors.
4.6 Meeting Notices. A written notice and proposed agenda of any Annual or special meeting of the membership shall be mailed or sent electronically to the members at least ten (10) days and not more than forty (40) days prior to the meeting.
4.7 Quorum/Voting. At any meeting of the membership:
A. Ten(10)percentofthevotingmembershipshallconstituteaquorumforthetransactionofbusinessatanyAnnualor special meeting.
B. The act of a majority of the voting members present at any meeting at which a quorum is present shall be the act of the members unless otherwise specified in these Bylaws.
C. Each voting member shall have one vote.
4.8 Liability of Members. The members of the corporation shall have no liability to third parties for the debts and obligations of the Chapter and shall be further exempt from execution and attachment there from.
4.9 Discipline. The Board of Directors by a two-thirds (2/3) vote may expel, suspend, reprimand or censor any member when such action is deemed for conduct unbecoming a member provided a fifteen (15) day notice prior to the impending removal action and a reasonable opportunity to speak on his/her own behalf at the Board of Directors meeting at which such impending action is taken. A member may be removed for failure to pay dues or assessments within sixty (60) days of due date. Reinstatement after expulsion or re-application after rejection or relapse in membership may be authorized by act of the Board of Directors.
ARTICLE V
BOARD OF DIRECTORS
5.1 Number/Method of Appointment. The Chapter shall be governed by a Board of seven (7) Directors. The Board may be increased or decreased as set forth below. Each Director shall be elected by a majority vote of the voting members at the Annual Meeting in which a vacancy in the Board occurs and shall serve without compensation. Any Professional Member who is a CMAA officer or director shall be a member of the Chapter Board in addition to the seven (7) elected Directors.
5.2 Nominations. At the regular monthly meeting in August, the President shall appoint and the Board shall approve a Nominating Committee Chairperson from the Board of Directors. The Nominating Chairperson shall report its list of candidates at the regular meeting in September and the list of nominees shall be mailed or sent electronically to the membership not less than thirty (30) days prior to the Annual Meeting. At any time within ten (10) days prior to the Annual Meeting, any five (5) members may propose in writing additional candidates. The additional nominee(s) shall be mailed or sent electronically to the membership with their respective proposers. There shall be no more than three (3) nominees for any one office. When there is more than one (1) candidate for any one (1) office the voting shall be by secret ballot.
5.3 Board Members’ Term of Office. Each Director shall serve a term of two (2) years. The terms of the Directors shall be staggered. A Director may voluntarily resign or be removed by the Board of Directors at any time. A Director may, if reelected, serve additional terms.
5.4 Vacancies. Any vacancy occurring on the Board may be filled by a person appointed pursuant to a majority vote of the Directors in attendance and constituting a quorum at a meeting or the Board called in accordance with these Bylaws. Such person shall serve for the unexpired term of the former Director.
5.5 Regular Meeting. Regular meetings of the membership and meetings of the Board of Directors shall be called by the
President at a given time and place prescribed by the President.
5.6 Quorum/Board Action.
A. A majority of the Directors present at any meeting shall constitute a quorum.
B. A Director who is present at such a meeting shall be presumed to have assented to the action taken at that meeting unless the Director’s dissent or abstention is entered in the minutes of the meeting or the Director files his or her written dissent or abstention to such action with either the person acting as secretary of the meeting before the adjournment of the meeting or by registered mail to the Secretary/Treasurer of the Chapter immediately after the adjournment of the meeting.
5.7 Removal from Board of Directors. A Director may be removed from the Board by a two-thirds (2/3) vote of all Directors.
5.9 Meetings held by Telephone or Similar Communications Equipment. Members of the Board or its committees may participate in a meeting of the Board or such committees by means of a conference telephone 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 shall constitute
presence in person at a meeting.
5.10 Actions by Written Consent. Any Chapter action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to be taken at a meeting of the Board (or its committees) of the Association, may be taken without a meeting if a consent in writing, setting forth the action so taken, and shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof, consistent with Washington State law. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.
ARTICLE VI
COMMITTEES OF THE BOARD OF DIRECTORS
6.1 Committees. The Board of Directors may form committees as deemed necessary.
ARTICLE VII
OFFICERS
7.1 Chapter Officers
A. President. There shall be a President of the Chapter who shall be the chief elected officer. He or she shall preside as chairperson over all meetings of the Board and may call special meetings of the Board whenever deemed necessary.
B. Vice President. There shall be a Vice President of the Chapter whose duty it shall be to perform the duties of the
President in the event of any absence or the inability of the President to perform his/her duties.
C. Secretary/Treasurer. There shall be a Secretary/Treasurer of the Chapter whose duties it shall be to approve all Chapter disbursements. They shall advise the Board of Directors regarding the Chapter’s financial status and be responsible for presenting an annual report of the Chapter’s finances to the membership at the Annual Meeting.
7.2 Officers’ Term of Office.
LIMITATION OF LIABILITY
ARTICLE VIII
No person shall be personally liable to the Chapter for monetary damages for conduct performed as a Director; provided that, this provision shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct by a Director or a knowing violation of law by a Director, or for any transaction from which the Director will personally receive a benefit in money, property or services to which the Director is not legally entitled. This provision shall not affect the liability of a Director for any act or omission occurring prior to the date this provision becomes effective. If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a Director of the Chapter existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.
ARTICLE IX
INDEMNIFICATION
9.1 Right to Indemnification. 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 Chapter or, while a Director or officer, he or she is or was serving at the request of the Chapter as a Director, officer, employee or agent of another Chapter 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 Chapter, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss including attorney’s fees, judgments, tines, ERJSA 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 Chapter 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 of the Chapter. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the Chapter 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 Chapter 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 9.1 or otherwise.
9.2 Right of Claimant to Bring Suit. If a claim for which indemnification is required under Section 9.1 of this Article is not paid in full by the Chapter within sixty (60) days after a written claim has been received by the Chapter, 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 Chapter 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, 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 Chapter), and thereafter the Chapter shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of the Chapter (including its Board of Directors, independent legal counsel or its members, if any) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the Chapter (including its Board of Directors, independent legal counsel or its members, if any) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled. 9.3 Non-exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of members, if any, or disinterested Directors or otherwise.
9.4 Insurance, Contracts and Funding. The Chapter may maintain insurance at its expense, to protect itself and any Director, officer, employee or agent of the Chapter 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 applied to nonprofit corporations. The Chapter may, without further membership action enter into contracts with any Director or Officer of the Chapter 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.
9.5 Indemnification of Employees and Agents of the Chapter. The Chapter may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Chapter 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 Chapter or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as applied to nonprofit corporations, or otherwise.
ARTICLE X
ADMINISTRATIVE AND FINANCIAL PROVISIONS
10.1 Fiscal Year. The Chapter’s fiscal year shall begin on the 1st day of January and end on the 31st day of December each year.
10.2 Loans Prohibited. No loans shall be made by the Chapter to any officer or Director.
10.3 Books and Records. The Chapter shall keep at its registered office in this State of Washington the following: current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; a record of members, Officers and Directors names and addresses; minutes of the meetings of the members, the Board and any minutes which may be maintained by committees of the Board. Records may be written or electronic if capable of being converted to writing. All books and records of the Chapter may be inspected by any member or Director, or his or her agent or attorney, for any proper purpose at any reasonable time.
10.4 Rules of Procedure. The rules of contained in Robert’s Rules of Order on Parliamentary Procedure, newly revised, shall govern the conduct of Chapter meetings in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Chapter may adopt.
10.5 Amendment of Bylaws. These Bylaws may be amended, in whole or in part, by a majority of the Professional members present at any regular or special meeting called for that purpose; provided that notice of the proposed amendment shall be mailed or sent electronically to each member ten (10) days prior to the Annual or special meeting.
ARTICLE XI
DISSOLUTION
11.1 Dissolution The Chapter shall use its funds only to accomplish the objective and purposes specified in these Bylaws. No funds
shall inure or be distributed to any member of the Chapter. On dissolution of the Chapter, any funds remaining will be distributed to a similar organization recommended by the Board of Directors and approved by the majority of the voting members.
ARTICLE I
NAME
1.1 Name. The Chapter name shall be “The Evergreen Chapter of the Club Managers Association of America.”
ARTICLE II
PURPOSE AND AFFILIATION
2.1 Purpose. The Chapter is organized and governed in accordance with, and agrees to abide by the rules, regulations and Bylaws of the Club Managers Association of America (CMAA) in effect and as such may from time to time be amended. The purpose of the Chapter is to advance the relationships of persons connected with the management of clubs and to promote the education and
advancement of its members.
2.2 Affiliation. The Chapter shall support the activities and purposes of CMAA with respect to the geographic areas of Western Washington and adjoining counties, including Chelan, Douglas, Kittitas, Lewis, Pacific, Skagit, Whatcom and Yakima.
ARTICLE III
REGULATION OF INTERNAL AFFAIRS
3.1 Members. The Chapter shall have voting and non-voting members. Each voting member is entitled to one (1) vote. The
voting members shall elect the Board of Directors and have such other authority as set forth in RCW Ch. 24.03. All membership
requirements shall be in accordance with the Bylaws of CMAA.
3.2 Board Purpose. The Board of Directors shall be responsible for the management of all Chapter affairs, including hiring and dismissal of management level employees.
3.3 Earnings. No part of the net earnings of the Chapter shall inure to the benefit of any private individual, except that the Chapter shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
3.4 Prohibited Action. No Director, agent or employee of the Chapter shall perform any act or acts on behalf of the Chapter which is, prohibited by 26 U.S.C. Section 501(c) (6).
ARTICLE IV
MEMBERS
4.1 Classes of Membership. The Chapter members will consist of individuals from the categories below whose application has been
accepted by the Board of Directors and paid the Chapter’s membership fees.
A. Membership Categories. There shall be eight (8)) categories of membership: Professional, Associate, Retired (Professional or Associate), Student, Surviving Spouse, Alumnus and Faculty. The requirements for membership in the Professional, Associate and Honorary categories shall be identical to the CMAA’s requirements . A Retired membership is available to Professional members upon retirement from Club Management and/or full time employment. Surviving Spouse membership is available to the surviving spouse of a deceased Professional Member, but shall terminate upon remarriage. Student membership will be open to Students in the pursuit of a club management career on approval of the Board of Directors. Student memberships will be reviewed for renewal annually. An individual who is an instructor/faculty member of a hospitality or related program in an accredited college, university or school for under graduate or graduate students is eligible to apply for faculty membership. Surviving Spouse and Student members shall pay no initiation fee or dues.
B. Voting. Only Professional Members shall be entitled to vote on matters concerning the Chapter.
C. Admission. An application for Professional membership must be made on the official CMAA form. Application for membership in other categories may be made informally. All applications for membership must be accompanied by the pro-rated dues and assessments for the remainder of the current year.
4.2 Membership Dues and Assessments. All dues and assessments shall become payable by the last day of January each year and shall be for the calendar year. The annual dues shall be set by the Board of Directors. The Board of Directors shall have power to
levy special assessments when necessary. Such special assessment shall not be levied upon Honorary, Retired, Student, Surviving Spouse.
4.3 Dues Refunds. No dues shall be refunded to any member whose membership terminates for any reason.
4.4 Annual Meeting. The Annual Meeting of the membership shall be held in the State of Washington in the last two months of each year at a time, date and place determined by the Board of Directors. The purpose of the Annual Meeting shall be to elect Chapter Directors, to review the Chapter’s financial condition, to review reports from Directors and any committees of the Board of Directors and to conduct other business as may be determined by the Board of Directors.
4.5 Special Meetings. Special meetings of the members may be called by the President or any three (3) Directors.
4.6 Meeting Notices. A written notice and proposed agenda of any Annual or special meeting of the membership shall be mailed or sent electronically to the members at least ten (10) days and not more than forty (40) days prior to the meeting.
4.7 Quorum/Voting. At any meeting of the membership:
A. Ten(10)percentofthevotingmembershipshallconstituteaquorumforthetransactionofbusinessatanyAnnualor special meeting.
B. The act of a majority of the voting members present at any meeting at which a quorum is present shall be the act of the members unless otherwise specified in these Bylaws.
C. Each voting member shall have one vote.
4.8 Liability of Members. The members of the corporation shall have no liability to third parties for the debts and obligations of the Chapter and shall be further exempt from execution and attachment there from.
4.9 Discipline. The Board of Directors by a two-thirds (2/3) vote may expel, suspend, reprimand or censor any member when such action is deemed for conduct unbecoming a member provided a fifteen (15) day notice prior to the impending removal action and a reasonable opportunity to speak on his/her own behalf at the Board of Directors meeting at which such impending action is taken. A member may be removed for failure to pay dues or assessments within sixty (60) days of due date. Reinstatement after expulsion or re-application after rejection or relapse in membership may be authorized by act of the Board of Directors.
ARTICLE V
BOARD OF DIRECTORS
5.1 Number/Method of Appointment. The Chapter shall be governed by a Board of seven (7) Directors. The Board may be increased or decreased as set forth below. Each Director shall be elected by a majority vote of the voting members at the Annual Meeting in which a vacancy in the Board occurs and shall serve without compensation. Any Professional Member who is a CMAA officer or director shall be a member of the Chapter Board in addition to the seven (7) elected Directors.
5.2 Nominations. At the regular monthly meeting in August, the President shall appoint and the Board shall approve a Nominating Committee Chairperson from the Board of Directors. The Nominating Chairperson shall report its list of candidates at the regular meeting in September and the list of nominees shall be mailed or sent electronically to the membership not less than thirty (30) days prior to the Annual Meeting. At any time within ten (10) days prior to the Annual Meeting, any five (5) members may propose in writing additional candidates. The additional nominee(s) shall be mailed or sent electronically to the membership with their respective proposers. There shall be no more than three (3) nominees for any one office. When there is more than one (1) candidate for any one (1) office the voting shall be by secret ballot.
5.3 Board Members’ Term of Office. Each Director shall serve a term of two (2) years. The terms of the Directors shall be staggered. A Director may voluntarily resign or be removed by the Board of Directors at any time. A Director may, if reelected, serve additional terms.
5.4 Vacancies. Any vacancy occurring on the Board may be filled by a person appointed pursuant to a majority vote of the Directors in attendance and constituting a quorum at a meeting or the Board called in accordance with these Bylaws. Such person shall serve for the unexpired term of the former Director.
5.5 Regular Meeting. Regular meetings of the membership and meetings of the Board of Directors shall be called by the
President at a given time and place prescribed by the President.
5.6 Quorum/Board Action.
A. A majority of the Directors present at any meeting shall constitute a quorum.
B. A Director who is present at such a meeting shall be presumed to have assented to the action taken at that meeting unless the Director’s dissent or abstention is entered in the minutes of the meeting or the Director files his or her written dissent or abstention to such action with either the person acting as secretary of the meeting before the adjournment of the meeting or by registered mail to the Secretary/Treasurer of the Chapter immediately after the adjournment of the meeting.
5.7 Removal from Board of Directors. A Director may be removed from the Board by a two-thirds (2/3) vote of all Directors.
- Seven (7) days prior written notice of the proposed removal of a Director must be given to such Director and must state the
cause for the proposed removal. - Unexcused absence from three (3) consecutive regular meetings of the Board, nonsupport, or other good cause shown shall
be due cause for removal of a Director.
5.9 Meetings held by Telephone or Similar Communications Equipment. Members of the Board or its committees may participate in a meeting of the Board or such committees by means of a conference telephone 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 shall constitute
presence in person at a meeting.
5.10 Actions by Written Consent. Any Chapter action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to be taken at a meeting of the Board (or its committees) of the Association, may be taken without a meeting if a consent in writing, setting forth the action so taken, and shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof, consistent with Washington State law. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.
ARTICLE VI
COMMITTEES OF THE BOARD OF DIRECTORS
6.1 Committees. The Board of Directors may form committees as deemed necessary.
ARTICLE VII
OFFICERS
7.1 Chapter Officers
A. President. There shall be a President of the Chapter who shall be the chief elected officer. He or she shall preside as chairperson over all meetings of the Board and may call special meetings of the Board whenever deemed necessary.
B. Vice President. There shall be a Vice President of the Chapter whose duty it shall be to perform the duties of the
President in the event of any absence or the inability of the President to perform his/her duties.
C. Secretary/Treasurer. There shall be a Secretary/Treasurer of the Chapter whose duties it shall be to approve all Chapter disbursements. They shall advise the Board of Directors regarding the Chapter’s financial status and be responsible for presenting an annual report of the Chapter’s finances to the membership at the Annual Meeting.
7.2 Officers’ Term of Office.
- Each officer of the Chapter shall serve a term of one(1) yearcommencing January1,exceptthat:
(a) he/she may resign at any time.
(b) The Board may remove such officer at any time for inactivity, nonsupport, or other good cause shown. Each officer may be reelected or elected to a different office as long as such person is a member of the Board. - The Officers shall be elected by vote of the voting members at the Annual Meeting.
- In the event an officer resigns or is removed from office prior to the expiration of his/her term of office, then the Board, shall elect another member of the Board to serve out the previous officer’s unexpired term of office. Such person may be re- elected to such office as provided in these Bylaws.
- All Officers of the Chapter serve at the discretion of the Board and may be removed from office by action of the Board.
- One person may serve, contemporaneously, in more than one office, except one person may not be both President and Secretary/Treasurer of the Chapter.
LIMITATION OF LIABILITY
ARTICLE VIII
No person shall be personally liable to the Chapter for monetary damages for conduct performed as a Director; provided that, this provision shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct by a Director or a knowing violation of law by a Director, or for any transaction from which the Director will personally receive a benefit in money, property or services to which the Director is not legally entitled. This provision shall not affect the liability of a Director for any act or omission occurring prior to the date this provision becomes effective. If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a Director of the Chapter existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.
ARTICLE IX
INDEMNIFICATION
9.1 Right to Indemnification. 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 Chapter or, while a Director or officer, he or she is or was serving at the request of the Chapter as a Director, officer, employee or agent of another Chapter 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 Chapter, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss including attorney’s fees, judgments, tines, ERJSA 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 Chapter 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 of the Chapter. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the Chapter 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 Chapter 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 9.1 or otherwise.
9.2 Right of Claimant to Bring Suit. If a claim for which indemnification is required under Section 9.1 of this Article is not paid in full by the Chapter within sixty (60) days after a written claim has been received by the Chapter, 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 Chapter 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, 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 Chapter), and thereafter the Chapter shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of the Chapter (including its Board of Directors, independent legal counsel or its members, if any) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the Chapter (including its Board of Directors, independent legal counsel or its members, if any) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled. 9.3 Non-exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of members, if any, or disinterested Directors or otherwise.
9.4 Insurance, Contracts and Funding. The Chapter may maintain insurance at its expense, to protect itself and any Director, officer, employee or agent of the Chapter 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 applied to nonprofit corporations. The Chapter may, without further membership action enter into contracts with any Director or Officer of the Chapter 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.
9.5 Indemnification of Employees and Agents of the Chapter. The Chapter may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Chapter 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 Chapter or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as applied to nonprofit corporations, or otherwise.
ARTICLE X
ADMINISTRATIVE AND FINANCIAL PROVISIONS
10.1 Fiscal Year. The Chapter’s fiscal year shall begin on the 1st day of January and end on the 31st day of December each year.
10.2 Loans Prohibited. No loans shall be made by the Chapter to any officer or Director.
10.3 Books and Records. The Chapter shall keep at its registered office in this State of Washington the following: current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; a record of members, Officers and Directors names and addresses; minutes of the meetings of the members, the Board and any minutes which may be maintained by committees of the Board. Records may be written or electronic if capable of being converted to writing. All books and records of the Chapter may be inspected by any member or Director, or his or her agent or attorney, for any proper purpose at any reasonable time.
10.4 Rules of Procedure. The rules of contained in Robert’s Rules of Order on Parliamentary Procedure, newly revised, shall govern the conduct of Chapter meetings in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Chapter may adopt.
10.5 Amendment of Bylaws. These Bylaws may be amended, in whole or in part, by a majority of the Professional members present at any regular or special meeting called for that purpose; provided that notice of the proposed amendment shall be mailed or sent electronically to each member ten (10) days prior to the Annual or special meeting.
ARTICLE XI
DISSOLUTION
11.1 Dissolution The Chapter shall use its funds only to accomplish the objective and purposes specified in these Bylaws. No funds
shall inure or be distributed to any member of the Chapter. On dissolution of the Chapter, any funds remaining will be distributed to a similar organization recommended by the Board of Directors and approved by the majority of the voting members.