Article I: Name, Article II: Mission & Purpose, Article III: Membership & Dues, Article IV: Board of Directors, Article V: Meetings & Quorums, Article VI: Committees, Article VII: Special Interest Groups, Article VIII: Offices, Article IX: Books & Records, Article X: Amendments, Article XI: Adoption, Article XII: Dissolution Procedure
ARTICLE I: NAME (top)
The name of the corporation shall be:
WASHINGTON STATE REGISTRY OF INTERPRETERS FOR THE DEAF
ARTICLE II: MISSION AND PURPOSE (top)
Section 1. Mission
WSRID has the mission to educate, to support, and to promote the RID certification of interpreters and to inform the general public about the interpreting profession.
Section 2. Principal Purpose
The principal purposes of this corporation are to initiate, sponsor, promote and execute policies and activities that will further the profession of interpretation of American Sign Language and English.
Section 3. Objectives
A. To promote the RID Code of Professional Conduct for interpreters.
B. To provide for the professional development of certified and pre- certified interpreters.
C. To provide the public with information regarding interpreting.
D. To maintain and distribute to members a list of certified and pre- certified interpreters.
E. To prepare and distribute professional publications regarding interpreting.
F. To raise funds to support the purposes and activities of the corporation and to apply substantially all of the corporation's net revenue to these purposes.
G. To support the activities of organizations: of and for Deaf/DeafBlind persons, and of and for interpreters insofar as such activities are not in conflict with the purposes of this corporation.
To buy, lease, rent, or otherwise acquire, hold, use, sell, exchange, pledge, encumber, or otherwise dispose of any and all kind of property, whether real, personal or mixed and to receive property by devise or bequest; to borrow money and to contract debts, to issue bonds, notes and other evidence of indebtedness, and secure them by any or all of the property of this corporation; to enter into, make, perform, and carry out contracts of every kind for any lawful purpose and without limit on amount with any person, firm, or corporation.
To conduct its affairs, carry on its operations and exercise all of the powers conferred by the Non-Profit Corporation Act of the State of Washington.
Section 6. Nondiscrimination Clause
WSRID does not discriminate on the basis of race, color, creed, disability, religion, national origin, sex, sexual orientation, gender expression or identity, age, marital status, political ideology, military or veteran status, parental status, or breastfeeding in a public place. This applies to all activities of the organization, including-but not limited to: employment, elections, meetings, workshops, and conferences. WSRID Officers, Board members, and committee Chairpersons shall be aware of this policy and uphold it at all times, in accordance with state and local law.
ARTICLE III: MEMBERSHIP AND DUES (top)
Section 1. Categories of Membership
This corporation shall have the following categories of membership:
A. Voting Members
B. Non-Voting Members
Section 2. Eligibility
Membership is open to all persons - hearing, Deaf/DeafBlind and hard of hearing.
A. Certified Members: Any interpreter of American Sign Language and/or English currently holding a valid certification from the Registry of Interpreters for the Deaf, Inc.
B. Associate Members: (Non-certified) Any individual who is actively involved in the field of interpretation of American Sign Language and/or English and is currently a member of RID.
C. Retired Members: A Certified member who, upon reaching the age of 55 or older, elects to retire from working as an interpreter.
D. Student Members: Any non-certified individual currently enrolled in a course of study in interpretation of American Sign Language and/or English. An instructor's signature is required to verify this status.
E. Supporting Members: Any individual with an interest in supporting the purposes and activities of the corporation, but who is not actively working as an interpreter in the state of Washington.
F. Organizational Members: Any organization/institution with an interest in supporting the purposes and activities of the corporation.
Section 3. Voting Rights
A. Each Certified Member of this corporation shall be entitled to make motions, and cast one vote in meetings, referenda, and elections.
B. Each Associate Member of this corporation shall be entitled to make motions and cast one vote in meetings, referenda and elections with the exception of referenda pertaining to evaluations, certifications and standards/ethics.
Prospective members, or previous members whose membership has lapsed, shall apply for membership by filling out an application form. All applications for certified or associate membership shall be submitted to the Membership Coordinator no less than sixty (60) days prior to the general membership meeting and shall be accompanied by the dues in order to possess voting rights at that meeting.
Section 5. Termination of Membership
An individual's membership in the WSRID can be terminated for the following reasons: any certified member whose membership is suspended or revoked for cause by the RID Board upon recommendation of the National Certification and/or National Review Board of the RID will automatically be suspended or expelled from the WSRID until such time as membership can be reinstated.
Section 6. Reinstatement
Upon notice of reinstatement of certification and/or membership from the National Certification Board and/or National Review Board to the National Office, a former certified member or member may apply for reinstatement.
Section 7. Change of Membership Category
A member must change category of membership when there is a change in membership eligibility upon or before expiration of current membership year. Furthermore, a new application must be filed along with payment of annual dues for the new category, within thirty (30) days of due date for annual dues.
Section 8. Dues
The dues shall be determined by a two-thirds majority vote of the regular members present at the meeting of the organization. A member's good standing shall be contingent upon payment of annual dues before December 31st of each year.
Section 9. Liabilities of Members
No individual who is now or who later becomes a member of this corporation shall be personally liable to its creditors for any indebtedness, or liability, and any and all creditors shall look only to the assets of this corporation for payment.
ARTICLE IV: BOARD OF DIRECTORS (top)
Section 1. Number of Board Members
The number of Board members shall be at least nine (9) but not more than twelve (12) unless and until the number of members is changed by amendment to these Bylaws.
Section 2. Composition of the Board
The Board shall be comprised of:
B. Four to Seven Directors
C. Immediate Past President
Section 3. Powers
Subject to the limitation of the Articles of Incorporation, other sections of the Bylaws and of Washington state law, all corporate powers of the corporation shall be exercised by or under the authority of and the business and affairs of the corporation shall be controlled by the Board. Furthermore, the specific powers shall include:
A. To conduct, manage and control the financial affairs and business of the corporation (organization), and to make rules and regulations (policies) not inconsistent with law, the Articles of Incorporation or the Bylaws.
B. To borrow money and incur indebtedness for the purposes of the corporation (organization) and for that purpose to cause to be executed name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidence of debts and securities.
Section 4. Duties
C. Immediate Past President
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.
A. Officers: Terms of office for President, Vice-President, Secretary, Treasurer and Immediate Past President shall be for two (2) years. Elections will be held during even numbered years.
B. Directors: Three of the six directors shall be elected annually to a two-year term of office. Student director shall be elected annually to a one-year term of office.
C. No officer or director shall hold the same office for more than two (2) consecutive terms.
D. In the event that there are no nominees or candidates for President or Vice-President, the general membership shall elect the number of Board members necessary to satisfy the requirements of Article IV, Section 1. The newly-elected Board shall have a minimum of three certified members, in accordance with Article IV, Section 6, Item A. From its membership, the Board shall elect the President and Vice-President at its first meeting following the general election. This initial meeting shall take place no more than thirty days following the general election. Until the Board election, the person assuming the position of Immediate Past President shall serve in the capacity as President.
E. In the event that no ITP students meet the required criteria for the position, the student director position will go vacant until the following general election.
Section 6. Qualifications
All candidates for Board shall have been voting members in good standing for at least two (2) consecutive years immediately prior to candidacy, with the exception of the Student Director. Candidates for the Student Director position must be a member in good standing for sixty (60) days prior to election.
A. Nominees for the positions of President, Vice-President and Member-at-Large shall be certified members. Nominees for Positions of secretary and treasurer shall be certified or associate members.
B. Nominees for positions as directors shall be certified or associate members, with the exception of the Student Director who shall be in the category of student member.
C. The position of Immediate Past President Member-at-Large shall go automatically to the immediate past President of the corporation. Should the immediate past President decline or be unavailable, the position shall go automatically to the immediate past Vice-President.
D. Membership shall promote the election of at least one (1) Associate member and one (1) Student member to the Board.
E. The Student Director must meet the following criteria:
Section 7. Nominations
A. Any voting member in good standing may nominate candidates for office.
B. A call for nominations, stating and describing the offices open for election and the nominations and elections procedures shall be postmarked to the membership four (4) months prior to the general election meeting of any election year. Nominations will be announced to the membership by the Nominations Committee at least thirty (30) days prior to the election.
C. Nominations may be accepted from the floor.
Section 8. Elections
A. All elections shall be determined by majority vote of those eligible and voting.
B. All elections shall be handled by the Nominations, Elections and Referenda Committee.
C. Election results shall be published in the next newsletter.
Section 9. Vacancies
Vacancies of the Board shall exist upon the death, resignation or removal of any director or officer.
A. Resignation: any Board member may resign upon giving written notice to the President and the Secretary.
B. Removal of Board Members:
C. Officers: a decision for removal by the review committee and by the Board must be approved by two-thirds (2/3) of the membership, eligible and voting.
D. To Fill a Vacancy: any vacancy occurring on the Board and any Board membership to be filled by reason of an increase in the number of Board members shall be filled as follows:
Section 10. Regular Meetings
Meetings of the Board shall be held on a quarterly basis at such time as shall from time to time be fixed by the Board. Such meetings may be held at any place designated by the Board.
Section 11. Special Meetings
These may be called by the President or by any two (2) Board members, with a majority vote of approval by the Board, and such meetings shall be held at the place designated by the person or persons calling the meeting.
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.
Section 13. Quorum
A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
ARTICLE V: MEETINGS AND QUORUMS (top)
Section 1. Annual Membership Meeting
The general membership meeting shall be held once yearly. The meeting date shall be set by the Board at least six (6) months in advance.
Official notice of the meeting shall be provided to members at least thirty (30) and no more than fifty (50) days before the date of the meeting. Notice of meeting will include the day, time, and location of meeting, along with the names of any candidates to be elected, the texts of any referenda or motions to be voted on, or any other purpose for which the meeting is called. Any notice provided by electronic transmission must be sent to an electronic address specified by the member for that purpose.
Section 2. Special Meetings
Special meetings shall be called by the President or at the written request of one-quarter (25%) of the Regular membership. Notification shall be made available at least fourteen (14) days in advance of the meeting.
Section 3. Quorums
A quorum for all meetings of the membership shall be ten percent (10%) of the voting members of the organization.
Section 4. Conduct of Meetings
All meetings shall be conducted according to Robert's Rules of Order. Prior to each general membership meeting, the President shall appoint a parliamentarian. A motion to use any other process for the conduct of business may be voted on during any meeting in which a quorum is present, and will carry if passed with a majority of affirmative votes.
Section 5. Voting by Mail and Electronic Transmission
Voting on proposals, directors, or officers may be taken by mail or by electronic transmission only if the name of each candidate and the text of each proposal to be voted upon, including action to be taken on passage or failure of motion, are set forth in a record accompanying or contained in the notice of meeting, delivered not less than thirty (30) days, nor more than fifty (50) days, before the vote is taken.
Any vote conducted by electronic transmission must be sent to the address, location, or system designated by WSRID, and recorded in a manner which can be retrieved.
Eligible members voting by mail or electronic transmission are considered present for all purposes of quorum, count of votes, and percentages of total voting power present.
Referenda to be voted on by mail or electronic transmission may be drafted by the Board or submitted to the Board by written petition of not less than ten percent (10%) of the voting members
ARTICLE VI: COMMITTEES (top)
Section 1. Type and Composition of Committees
The corporation may have Ad Hoc Committees which shall be composed of at least three (3) voting members.
Section 2. Appointments
Unless otherwise specified in these Bylaws, the President, upon taking office, shall appoint Coordinators of all committees to serve a two (2) year term. Appointments shall be approved by the Board. Furthermore, the President shall designate a member of the Board to serve as a liaison to each committee. The President may authorize committee coordinators to select members of their respective committees.
Section 3. Committees
Through Bylaws revision, the membership shall have the right to establish any standing committee deemed necessary to carry out the objectives of the corporation as set forth in these Bylaws. Procedures for individual committees shall be developed by the committee and reviewed by the Board and be voted upon by the members.
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)
D. Nominations, Elections and Referenda
Coordinators of new functions shall be added when additional tasks are identified by the Board as needing to be performed on an ongoing basis.
ARTICLE VII: SPECIAL INTEREST GROUPS (top)
Section 1. Initiation
A. Any member of the organization may submit a petition bearing the signature of at least ten (10) members to the Board for the establishment of a Special Interest Group.
B. A Special Interest Group shall be defined as any group of WSRID members with common goals and interests consistent with the purposes of the organization.
C. The petition shall include a statement of purpose, functions relevant to its special interest, goals and objectives and conditions for membership.
Section 2. Establishment of a Special Interest Group
A. A simple majority of the Board voting on the petition shall be sufficient to establish a Special Interest Group of WSRID.
B. In the event that the Board shall deny the petition for establishment of a Special Interest Group, the petitioners may request that a referendum be conducted among the membership.
Section 3. Structure
A. The Special Interest Group shall have a Coordinator elected by its membership for a two (2) year term.
B. The Special Interest Group may elect additional officers as deemed necessary.
C. The Special Interest Group may establish committees as necessary.
D. Revision of purpose, goals and objectives, and conditions for membership are subject to approval by the Board.
Section 4. Membership
A. Membership in Special Interest Groups shall be open to all members of the organization who meet the requirements for membership as established.
B. Membership in WSRID shall be required for membership in a Special Interest Group.
C. At the time of establishment, the total membership of the organization shall be notified and invited to participate.
D. Members of the organization may belong to more than one Special Interest Group.
Section 5. Special Interest Group Representation
A. The Special Interest Group shall prepare reports of activities and/or recommendations for the general membership through the organization newsletter. Formal reports shall be presented to the Board at the business meetings of the organization during committee reports.
B. The Special Interest Group shall have the power to propose motions for consideration by the voting membership. Such motions shall have been endorsed by a majority of the Special Interest Group.
Section 6. Dissolution
A. The Special Interest Group may be dissolved by a vote of its members or the membership of the organization upon recommendation of the Board.
B. The Special Interest Group may be dissolved by the Board if the Special Interest Group membership consists of less than five (5) WSRID members.
C. Any funds held or managed by the Special Interest Group shall, upon dissolution, automatically return to the WSRID General Fund.
ARTICLE VIII: OFFICES (top)
The principal office of the Washington State Registry of Interpreters for the Deaf shall be in Seattle, Washington. The corporation may have such other office or offices within or without the State Washington as the Board may determine or as the affairs of the corporation may require from time to time, including a change in the location of the principal office.
ARTICLE IX: BOOKS AND RECORDS (top)
Washington State Registry of Interpreters for the Deaf shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board and the committees having an authority of Board and shall keep at its registered or principal office a record giving the names and addresses of the Board members. All books and records of the Washington State Registry of Interpreters for the Deaf may be inspected by any Board member or member of his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE X: AMENDMENTS (top)
Amendments to the Bylaws shall be approved by a two-thirds (2/3) vote of the membership at any annual meeting. Any proposed additions or amendments to the Bylaws must be submitted in writing to the Secretary forty-five (45) days prior to voting on proposed changes. Notice must be given to all voting members at least thirty (30) days in advance.
ARTICLE XI: ADOPTION (top)
Pursuant to the authority granted by the Articles of Incorporation, these Bylaws are agreed to and adopted by the undersigned members of the Commission on this 1st day of November, 1975.
ARTICLE XII: DISSOLUTION PROCEDURE (top)
In the event of the dissolution of this organization, all remaining assets, real and personal property of whatever nature, shall be transferred to the headquarters of the Registry of Interpreters for the Deaf, 333 Commerce Street, Alexandria, VA 22314.