Washington State Registry of Interpreters for the Deaf

Proposed Bylaw Changes: 2019

Proposed Changes are highlighted in orange, with an underline indicating an addition and a strikethrough indicating a deletion.

Motion_1 | Motion_2 | Motion_3 | Motion_4 | Motion_5 | Motion_6 | Motion_7


Motion 1

Downsizing of the Board
Proposal to reduce the required number of Directors on the Board
Article IV, Sec. 1, Number of Board Members

 Current Wording: 

The number of Board members shall be twelve (12) unless and until the number of members is changed by amendment to these Bylaws.

 Proposed Changes: 

The number of Board members shall be at least nine (9) and no more than twelve (12) unless and until the number of members is changed by amendment to these Bylaws.

 Proposed Result: 

The number of Board members shall be at least nine (9) and no more than twelve (12) unless and until the number of members is changed by amendment to these Bylaws.

 Rationale: 

Each year, we often have vacancies and uncontested positions, especially for Directors and Student Director. As currently written, we are out of compliance if we have fewer than 12 members. Allowing a smaller board would eliminate the need to fill vacant positions between meetings and allow for better utilization of time, energy, and resources. As always, members who want to remain active in the organization can participate as committee coordinators. Establishing a range, rather than a fixed number, offers more flexibility to elect the Board that best serves the organization.

 Estimated Fiscal Impact: 

Potential reduced costs on traveling for board meetings for fewer Board members.

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Motion 2

Revise language to clarify composition of the Board

 Current Wording: 

Section 2. Composition of the Board

The Board shall be comprised of:

A. Officers

(1) President
(2) Vice-President
(3) Secretary
(4) Treasurer
(5) Immediate Past President (or Member-at-Large as described in Article IV, Section 6, C)

AND

B. Seven Directors

 Proposed Changes: 

Section 2. Composition of the Board

The Board shall be comprised of:

A. Officers
(1) President
(2) Vice-President
(3) Secretary
(4) Treasurer
(5) Immediate Past President (or Member-at-Large as described in Article IV, Section C) Deaf or DeafBlind Community Representative

AND

B. Four to Seven Directors

AND

C. Immediate Past President, when applicable

 Proposed New: 

Section 2. Composition of the Board

The Board shall be comprised of:

A. Officers
(1) President
(2) Vice-President
(3) Secretary
(4) Treasurer
(5) Deaf or DeafBlind Community Representative

B. Four to Seven Directors

AND

C. Immediate Past President, when applicable

 Rationale: 

1) Number of directors change with Bylaw Amendment to Article IV, Sec 1 (if passes). 

2) As advisory, non-voting, non-required position, the Immediate Past President is not an officer; the Deaf or DeafBlind Community Representative will be listed as an officer in Article IV, Section 6, C. This is referenced in current Bylaws, but not clearly. 

3) We have used "Member at Large" inconsistently, and sometimes inaccurately, so best to eliminate the phrase.

 Fiscal Impact: 

None

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Motion 3

To revise language of Article IV, Section 4, for internal consistency
Proposal is to amend language of Article IV, Section 4. Duties, by moving “Immediate Past President” from “A. Officers” to new subsection “C. Immediate Past President,” renumbering section A, and removing the words “Member at Large”

 Current Wording: 

Section 4. Duties

A. Officers

(1) President
...
(2) Vice-President
...
(3) Secretary
...
(4) Treasurer
...
(5) Immediate Past President Member at Large
...
(6) Deaf or DeafBlind Community Representative Member at Large
...

B. Directors

 Proposed Changes: 

New Section C. Immediate Past President and renumber Deaf or DeafBlind Community Representative as Article IV, Sec 3(A)5; No change in content of duties.

Section 4. Duties

A. Officers

(1) President
...
(2) Vice-President
...
(3) Secretary
...
(4) Treasurer
...
(5) Immediate Past President Member at Large
...
(6) Deaf or DeafBlind Community Representative Member at Large ...

B. Directors

C. Immediate Past President

 Proposed New: 

Section 4. Duties

A. Officers

(1) President
...
(2) Vice-President
...
(3) Secretary
...
(4) Treasurer
...
(5) Deaf or DeafBlind Community Representative
...
**Represents the needs of Deaf and DeafBlind consumers of ASL interpreting services. Consults the board to ensure organization operations and policy decisions are inclusive of the values of Deaf and DeafBlind people. At the discretion of the President, the Deaf or DeafBlind Member at Large may be selected to act as a liaison between the corporation and Deaf and DeafBlind organizations.

B. Directors

C. Immediate Past President
**The Immediate Past President serves in an advisory capacity and as such is a non-voting member of the Board who shall have such other powers and perform such other duties as may be prescribed, from time to time, by the Board and/or mandated by the membership.

 Rationale: 

Change in format only, to follow changes to Article IV, Section 2 (if approved)

 Fiscal Impact: 

None

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Motion 4

To change the start date for Board term of office
Article IV, Section 5 Terms of Office

 Current Wording: 

Section 5. Terms of Office

The terms of office for all Board members shall commence at the conclusion of the meeting during which they are elected.

 Proposed Changes: 

Section 5. Terms of Office

The terms of office for all Board members shall commence at the conclusion of on January 1st, following the meeting during which they are elected, and end on December 31st following the meeting during which their successor is elected.

 Proposed Result: 

Section 5. Terms of Office

The terms of office for all Board members shall commence on January 1st, following the meeting during which they are elected, and end on December 31st following the meeting during which their successor is elected.

 Rationale: 

This would ensure a smooth transition between elections in the fall and the start of the new term on January 1st the following year. Newly elected board members would be expected to work with current board members to learn their roles and duties thoroughly before the start of their term.

RCW 24.03.100   Number and election or appointment of directors

The board of directors of a corporation shall consist of one or more individuals. The number of directors shall be fixed by or in the manner provided in the articles of incorporation or the bylaws, except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to or in the manner provided in the articles of incorporation or the bylaws, but a decrease shall not have the effect of shortening the term of any incumbent director. In the absence of a bylaw providing for the number of directors, the number shall be the same as that provided for in the articles of incorporation. The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Such persons shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. Directors may be divided into classes and the terms of office and manner of election or appointment need not be uniform. Each director shall hold office for the term for which the director is elected or appointed and until the director's successor shall have been selected and qualified.

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Motion 5

To clarify that videoconferencing is used for remote meetings
Article IV, Section 12: Meetings by Telephone

 Current Wording: 

Section 12. Meetings by Telephone

Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Board members participating in the meeting can communicate with one another, and all such members shall be deemed to be present in person at such meetings.

 Proposed Changes: 

Section 12. Meetings by Telephone Video Conference

Any meeting, regular or special, may be held by conference telephone video conference or similar communication equipment, so long as all Board members participating in the meeting can communicate with one another, and all such members shall be deemed to be present in person at such meetings.

 Proposed Result: 

Section 12. Meetings by Video Conference

Any meeting, regular or special, may be held by video conference or similar communication equipment, so long as all Board members participating in the meeting can communicate with one another, and all such members shall be deemed to be present in person at such meetings.

 Rationale: 

Due to technology advancements, we have used video conferencing for meetings for the past 10 years. We no longer use telephones for meetings.

 Estimated Fiscal Impact: 

Yes. At this time, we use Go-To-Meeting (GTM) for free by RID Region V President’s Council (RVPC). It is possible if RVPC decides to cut GTM, that WSRID would consider paying for the videoconference service or another option (such as Zoom) (under $200 per year at current price).

 For Reference: 

RCW 24.03.120   Place and notice of directors' meetings

Meetings of the board of directors, regular or special, may be held either within or without this state. Regular meetings of the board of directors or of any committee designated by the board of directors may be held with or without notice as prescribed in the bylaws. Special meeting of the board of directors or any committee designated by the board of directors shall be held upon such notice as is prescribed in the bylaws. Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated by the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the bylaws. If notice of regular or special meetings is provided by electronic transmission, it must satisfy the requirements of RCW 24.03.009.

Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee 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.

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Motion 6

Change “Publications/Newsletter” to “Communications” Committee
Proposal to revise Article VI, Section 4: Ongoing Functions of the Organization

 Current Wording: 

Section 4. Ongoing Functions of the Organization

Ongoing functions of the organization shall be performed by the coordinators, who will be appointed by the President and serve at the discretion of the board. Coordinators shall have the right and responsibility to select other members to assist them as needed. They shall develop and follow guidelines which shall be kept on file by the coordinator and reviewed by the Board. The following coordinators shall be appointed:

A. Publications/Newsletter

B. Membership

C. Conference

D. Nominations, Elections and Referenda

E. Budget/CMP

Coordinators of new functions shall be added when additional tasks are identified by the Board as needing to be performed on an ongoing basis.

 Proposed Changes: 

Section 4. Ongoing Functions of the Organization

Ongoing functions of the organization shall be performed by the coordinators, who will be appointed by the President and serve at the discretion of the board. Coordinators shall have the right and responsibility to select other members to assist them as needed. They shall develop and follow guidelines which shall be kept on file by the coordinator and reviewed by the Board. The following coordinators shall be appointed:

A. Publications/Newsletter Communications (to include website, social media, E-blasts, and other communication as needed)

B. Membership

C. Conference

D. Nominations, Elections and Referenda

E. Budget/CMP

Coordinators of new functions shall be added when additional tasks are identified by the Board as needing to be performed on an ongoing basis.

 Proposed Result: 

Section 4. Ongoing Functions of the Organization

Ongoing functions of the organization shall be performed by the coordinators, who will be appointed by the President and serve at the discretion of the board. Coordinators shall have the right and responsibility to select other members to assist them as needed. They shall develop and follow guidelines which shall be kept on file by the coordinator and reviewed by the Board. The following coordinators shall be appointed:

A. Communications (to include website, social media, E-blasts, and other communication as needed)

B. Membership

C. Conference

D. Nominations, Elections and Referenda

E. Budget/CMP

Coordinators of new functions shall be added when additional tasks are identified by the Board as needing to be performed on an ongoing basis.

 Rationale: 

We have not had a newsletter for years now due to social media and technology changes, so this title is outdated.

 Estimated Fiscal Impact: 

None

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Motion 7

Motion for Three-Year Board Term
To amend the Bylaws, Article IV, Terms of Office, Section 5, Terms of Office.

To change terms of office from two (2) years to three (3) years for Officers and Directors.

To strike out elections being held during even numbered years.

Student director would be the same as one-year term.

And to implement these changes starting for the 2020 elections during the Annual Membership Meeting.

 Rationale: 

A 3-year term cycle would allow new board members more adequate time to learn the functions and operations of the organization during the first year of their term, and to continue the work through to the 2nd and 3rd year. Currently, the Board feels two years is not enough time.

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