Motion name

BYLAW PROPOSAL #1

Rename Article IV "Board of Directors" and Revise Related Occurrences

Moved by

WSRID Bylaws Committee

Motion text

Move to:

     A) replace “Executive Board” with “Board of Directors” in the 

         name of Article IV

and

     B) replace “Executive Board” with “Board” throughout the   

         Bylaws, including the following occurrences: 

         Article II – 1 occurrence 

         Article IV - 44 occurrences

         Article V – 1 occurrence

         Article VI (proposal to delete, see proposal #6) – 2

         occurrences  

         Article VII – 5 occurrences 

         Article XIII – 7 

         Article IX – 1 occurrence  

         Article X – 4 occurrences

Rationale

Article IV is entitled “Executive Board” and this term is used throughout the Bylaws.  Our Articles of Incorporation designate a “Board of Directors”:  “Article X. The management of this corporation shall be vested in the Board of Directors”.  “Board of Directors” is standard language for non-profit boards in Washington State:  RCW 24.03.095 Board of Directors states:  “The affairs of a corporation shall be managed by a board of directors.”.  

Changing all references in the bylaws from “Executive Board” to “Board of Directors” or “Board” would align us with our Articles of Incorporation, Washington State law, and standard usage.

Impacts

No impact on WSRID, our members, or how we function as an organization.

Motion name

BYLAW PROPOSAL #2

Revise ARTICLE II, Section 6. Nondiscrimination Clause

Moved by

WSRID Bylaws Committee

Motion text

Move to revise the Non-Discrimination clause by including the following: disability, gender expression or identity, political ideology, military or veteran status, parenting status, and breastfeeding in a public place.

Rationale

Additional protections would bring our Bylaws current with Federal, State and local non-discrimination policies, including those of the City of Seattle.

Complete Text

Motion name

BYLAW PROPOSAL #3

Revise Article V, Section 1 and 2

Moved by

WSRID Bylaws Committee

Motion text

Move to make the following changes to Article V, Section 1 and Section 2:

A)      Replace “Annual Business Meeting” with “Annual  

         Membership Meeting” in the name of Article V. Section 1.

B)      Revise Section 2 as follow:

a.  Insert the words “Annual membership” before “meeting” in first sentence.

b.  Insert the word “Official” at the beginning of second sentence.

c.  Replace “the” with “all” between “notice of” and “meetings”.

d.  Delete “announce at least sixty (60) days in advance” and replace with “provide to members at least thirty (30) and no more that fifty (50) days before the date of the meeting”.

e.  Insert “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.” At the end of the section.

C)     Combine Section 1 and 2, reorder subsequent sections

Rationale

A)  Restructure and rename to clearly identify as membership meetings, rather than board meetings, and to separate Annual Meetings from Special Meetings.

B)  Revise to comply with State Law:  

a.   RCW 24.03.080 requires that notice of members’ meetings must be”… not less than ten nor more than fifty days before the date of the meeting”, and also requires that notice by electronic transmission “must satisfy the requirements of RCW 24.03.009”.

b.   RCW 24.03.009 requires that members must agree to receive electronic notice of meetings, and specifies what format is acceptable.  This can be a detailed email, with all meeting information, or this can be an email directing members to a website that hosts all of the meeting information.

c.   RCW 24.03.085 “voting” requires certain information be included with the notice of meeting for electronic voting.

WSRID can announce the dates of business meetings earlier, “Notice” of meeting with all required details (and info to be voted on if necessary) must be “not less than 10 days nor more than 50 days.”  Article VI of our current Bylaws requires notice of motions and their implications, as well as procedures for voting, be provided to voting members at a minimum of 30 days before the end of the voting period.  ARTICLE XI requires 30-day notice for Bylaws amendments. A 30-50 day window for sending the notice of meeting to members is being proposed, which still complies with the State’s broader 10-50 day window.

Complete Text

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Impacts

 The WSRID Board will be responsible for executing this change.

Motion name

 BYLAW PROPOSAL #4

Revise Article V, Section 4. Quorums

Moved by

WSRID Bylaws Committee

Motion text

Move to revise Article V, Section 4 to delete “one-half (50%) of the voting members registered for that meeting. Registration must occur prior to the business meeting” and replace with “ten percent (10%) of the voting members of the organization.”

Rationale

A quorum can be defined in the bylaws as "the number or percentage of members entitled to vote”.  In our current bylaws, quorum is defined as a percentage of "voting members registered" for a particular meeting.  That does not meet the State's definition.

In ARTICLE III: MEMBERSHIP AND DUES, Section 1. Categories of Membership, Subsection A., our Bylaws define Voting Members as a category including:

(1)  Certified Members

(2) Associate Members.

All Certified and Associate members  are entitled to vote, so that should be the basis of a number or percentage for quorum, rather than attendance of the meeting. 

Also, RCW 24.03.090 further states: “ In the absence of any such provision, members holding one-tenth of the votes entitled to be cast… shall constitute a quorum”, so the default in WA State is 10%.

During 2016, WSRID had 227 voting members.  In 2015, we had 226 voting members.  A quorum of 10% for those years would be a minimum of 23 voting members.  The 2015 Annual Meeting, during conference, we had far more than 23 voting members attending.  During the 2016 meeting, without a conference, there were 23 voting members in the morning and 20 in the afternoon. 

Complete Text

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Motion name

BYLAW PROPOSAL #5

Revise Article V, Sec. 5 “Conduct of Meetings”

Moved by

WSRID Bylaws Committee

Motion text

Move to amend the WSRID Bylaws, Article V, Sec. 5, Conduct of Meeting, to strike out the first clause “Unless otherwise provided for by the membership”; capitalize “All”; and to insert “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.” at the end of the section.

Rationale

The current language, “Unless otherwise provided for by the membership”, is vague and has led to confusion during meetings. The proposed change maintains, but clarifies, the historical intention to allow flexibility in how we conduct our business meetings.

Complete Text

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Motion name

BYLAW PROPOSAL #6

Revise sections related to voting by mail and electronic transmission to support legal compliance

Moved by

WSRID Bylaws Committee

Motion text

Move to make the following changes:

     A)   Create new Section 6 under ARTICLE V: MEETINGS AND  

           QUORUMS

Section 6.  Voting by Mail or 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.

     B)   Insert the following sentences in:

ARTICLE V:  MEETING AND QUORUMS, Section 2 Meetings

“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.”

     C)    Delete ARTICLE VI: Electronic Transmission and Mail

            Referenda

ARTICLE VI: ELECTRONIC TRANSMISSION AND MAIL REFERENDUM

Motions may be voted on by the membership by electronic transmission and mail referendum in the following manner:

A. Electronic transmission and mail referenda may be drafted and submitted by the Executive Board or by written petition of not less than ten percent (10%) of the voting members of the corporation, sent to the Executive Board.

B. Written notice of the referendum, stating and describing all motions, procedures and deadlines for voting and including action to be taken upon passage or failure of the referendum, shall be provided to all voting members by the Nominations, Elections and Referenda Committee at least thirty (30) days prior to the referendum deadline.

C. Results of electronic transmission and mail referenda shall be determined by majority vote of at least 25% of the voting membership eligible and voting.

D. Results of electronic transmission and mail referenda shall be disseminated to the membership in the next newsletter.

     D)  Delete ARTICLE IV: EXECUTIVE BOARD, Section 8. Elections

         (D)

(D)  Eligible members may submit an electronic transmission vote. Electronic transmission voting must remain confidential and private. Electronic transmission voting policies and procedures must be specified by the Nominations, Elections and Referenda Committee and added to the organization policies and procedures document.

      E) Delete the following sentence from ARTICLE XI: AMENDMENTS

In lieu of a business meeting, amendments to the Bylaws shall be approved by a two-thirds (2/3) electronic vote of the voting membership.

Rationale

     A)  The proposed new Section 6 includes all current legal requirements necessary for electronic voting.   The minimum percent of members necessary to petition the Board to initiate an electronic vote is also included from current Article VI.  RCW 24.03.085

     B)  This change would add information that is required for notice of meetings.  RCW 24.03.009 requires that members agree to receive notices electronically and decide where and how they want to receive it. RCW 24.03.080 and RCW 24.03.085 list information that is required to be included in or with the notice.  WSRID currently uses the email address provided by members for meeting notice.

     C)  Propose deleting Article VI: Electronic and Mail Referendum because RCW 24.03.085 now says that members who vote electronically or by mail are counted as if they were voting in person at a meeting, so this section belongs under Article V “Meetings and Quorums”.  

     D)  If this motion passes, the legal requirements for election of board members by electronic transmission would be included in new Article V, Section 6 (see “A” above) and no longer needed in Article IV, Section 8. 

     E)  Because electronic voting is considered equivalent to voting in person at a meeting,  the requirements for Bylaw amendments listed in Article X are the same for both in person and electronic voting and no additional language for electronic voting is needed. 

Impacts of Motion

During the 2015 WSRID Annual Business Meeting, members voted to approve Bylaw revisions to allow electronic voting.  The motion proposed here supplements that vote.  The purpose is to include legal requirements to help WSRID follow the law any time that we decide to vote electronically.

These changes allow, but do not require, WSRID to use electronic voting.  State law has some specific requirements for voting electronically.  There is still a lot of flexibility in how we make decisions.  The current law, written in 2004, considers an electronic vote to be equal to voting during a meeting.  Any member who votes electronically is counted, just like members attending meetings are counted, to determine quorum.  The law requires that voting members are always given certain information about meetings (called "Notice of Meeting").  Because an electronic vote is called a "meeting", the law is the same for both a real meeting and an electronic vote.

For any electronic vote, the State law requires that the names of all candidates and the text of all motions or referenda to be voted on must be sent to all eligible voting members,  along with the official "Notice of Meeting”, between ten (10) and fifty (50) days before the vote.  This list of candidates are all of the nominations and the text is the final language for any motions that we are voting on.  Because that is what we are all voting on, it cannot be changed after it is sent.  It is, essentially, a ballot.  This makes it fair, so that all members are voting on exactly the same thing. 

If there is only an in person meeting and no electronic vote, motions can be revised and voted on during the same meeting.  Also new motions and new nominations can be made and voted on during the meeting.  This is what we have done during all of our business meetings.    We can decide that we still want to do all of our regular business during the Annual Meeting and use electronic voting only for things that come up between meetings. 

But.... one stated goal of electronic voting is to have more members able to participate in guiding the direction of WSRID.  More members voting and more members involved in writing and revising motions.  Not everyone can come to the Annual Meeting every year, but we still want input.  We can send draft motions to members for feedback and make revisions before the final language must be sent to members.  We can set up a video meeting, webinar or in person meeting to discuss motions.  We can discuss and revise motions, and accept more board nominations, during the Annual Meeting.  All of that is possible, but the electronic voting must happen later.  After all nominations are made, and all motions are discussed and revised, then the names of the candidates and the final text of the motions are sent to members with information about how and when to vote. 

The details of when and how electronic voting will happen will be in the Policies and Procedures.  Instructions will be sent to members every time we have an electronic vote.

Motion name

BYLAW PROPOSAL #2

Revise ARTICLE II, Section 6. Nondiscrimination Clause

Complete Text

Current Language:

WSRID does not discriminate on the basis of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, as a disabled veteran or Vietnam era veteran. This applies to all activities of the organization, including-but not limited to: employment, elections, meetings, workshops, and conferences. WSRID Officers, Executive Board members, and committee Chairpersons shall be aware of this policy and uphold it at all times.

Proposed Change:

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, as a disabled veteran or Vietnam era 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, Executive Board members, and committee Chairpersons shall be aware of this policy and uphold it at all times, in accordance with state and local law.

Results of Amendment:

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.

Reference

http://www.seattle.gov/civilrights/civil-rights/title-vi-notice-of-nondiscrimination

http://apps.leg.wa.gov/Rcw/default.aspx?cite=49.60.030

Motion name

BYLAW PROPOSAL #3

Rename and Revise Article V, Section 1 and 2

Complete Text

Motion name

BYLAW PROPOSAL #4

Revise Article V, Section 4. Quorums

Complete text

Current Language:

A quorum for all meetings of the membership shall be one-half (50%) of the voting members registered for that meeting. Registration must occur prior to the business meeting.

Proposed Change:

A quorum for all meetings of the membership shall be one-half (50%) of the voting members registered for that meeting. Registration must occur prior to the business meeting.” ten percent (10%) of the voting members of the organization.

Results of Amendment:

A quorum for all meetings of the membership shall be ten percent (10%) of the voting members of the organization.

Motion name

BYLAW PROPOSAL #5

Revise Article V, Sec. 5 “Conduct of Meetings”

Complete Text

Current language:

Unless otherwise provided for by the membership, all meetings shall be conducted according to Robert's Rules of Order (Revised). Prior to each general membership meeting, the President shall appoint a parliamentarian.

Proposed Change:

Unless otherwise provided for by the membership, all All meetings shall be conducted according to Robert's Rules of Order (Revised). 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.

Result of Amendment:

All meetings shall be conducted according to Robert's Rules of Order (Revised). 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.