WSAC Special Membership Meeting PacketMEETING AGENDA
Wednesday, June 26, 2024 1:00 – 3:00pm
WSAC Membership Meeting
Yakima Area Arboretum
1401 Arboretum Dr.
Yakima, WA 98901
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TIME* HANDOUT PRESENTER(s) AGENDA TYPE
1:00 pm President Janicki CALL TO ORDER
√ President Janicki 1.APPROVE Agenda Action
President Janicki 2.President's Message Report
Derek Young 3.Executive Director Report Report
1:15 pm Bridget Lockling 4.Budget and Dues Overview Info
1:25 pm President Janicki
Bylaws Committee Members
5. 2024 Proposed Amendments to the WSAC Bylaws
Action: Consider Adoption of Proposed Amendments
Action
2:40 pm Derek Young
6. Next Steps – preparation for September Board meeting
•Bylaws Committee – work on Dues Structure Policies and
Procedures
•Executive Committee – work on 2025 Budget
Info
3:00 pm Commissioner Janicki WSAC Membership Meeting - ADJOURNED
*Times are approximate only
206 Tenth Ave SE Olympia, WA 98501
(360) 753-1886 www.wsac.org
206 Tenth Ave SE Olympia, WA 98501
(360) 753-1886 www.wsac.org
WHEREAS, WSAC has been working diligently over the past several years to update its policies
and practices to better reflect its membership’s needs and priorities; and
WHEREAS, Work has focused on improvements in the selection of legislative priorities, reforms
to governance and voting, and a more equitable dues structure; and
WHEREAS, Revising our dues structure will better reflect the shared fiscal responsibility of all
counties to support WSAC while balancing the budgetary constraints of smaller counties and
the financial burdens placed on larger counties; and,
WHEREAS, Fiscal and policy realities for WSAC and individual counties require incremental
changes to WSAC’s due structure to allow WSAC’s membership to acclimate to these changes;
and
WHEREAS, A change to qualifications for active membership in WSAC is necessary to allow this
good faith continued work on WSAC’s due structure; and
WHEREAS, These proposed amendments to the Bylaws are another good faith step towards
various fiscal and policy changes, anticipating additional amendments will follow to create a
more equitable WSAC dues structure with the full participation of its membership;
NOW, THEREFORE, the following amendments to the Bylaws are recommended for adoption by
the full membership to continue this good faith process:
ADAMS | ASOTIN | BENTON | CHELAN | CLALLAM | CLARK | COLUMBIA | COWLITZ | DOUGLAS | FERRY | FRANKLIN | GARFIELD | GRANT | GRAYS HARBOR | ISLAND | JEFFERSON | KING |
KITSAP | KITTITAS | KLICKITAT | LEWIS | LINCOLN | MASON | OKANOGAN | PACIFIC | PEND OREILLE | PIERCE | SAN JUAN SKAGIT | SKAMANIA | SNOHOMISH | SPOKANE | STEVENS |
THURSTON | WAHKIAKUM | WALLA WALLA | WHATCOM | WHITMAN | YAKIMA
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page i
DRAFT FOR REVIEW as of June 14, 2024
ASSOCIATION BYLAWS
As Approved by the Membership
11/19/09
Date Adopted Action Description
11/20/2014 Updated Legislative Agenda adoption process
11/17/2016 Updated
Changes to: place of meeting, notice of meetings and special
meetings, general powers, restructure of officers (and related
edits), resignation, vacancies, evaluations, association policies
and rules of procedures.
11/15/2018 Updated
Changes to: Affiliated Organizations; Board of Directors’
composition, number, meetings, quorum, manner of acting;
NACo Board of Directors; Other personnel; Association
Policies; Budget.
11/16/2023 Updated
Changes to: Active Member, Non-Active Member, Voting
Rights, BOD General Powers, Legislative Steering Committee
Membership, Legislative Steering Committee Co-chairs, LSC
Quorum, LSC Operating Policies and Procedures, NACo BOD,
NACo BOD WIR, Dues and Assessments
Addition of: Designated Member
Removal of: Action by Board without a Meeting
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page ii
206 Tenth Ave SE, Olympia, WA 98501-1311 / (360) 753-1886 / Fax: (360) 753-2842
Web: www.wsac.org
TABLE of CONTENTS
ARTICLE 1. OFFICES ............................................................................................................... 1
ARTICLE 2. MEMBERSHIP ....................................................................................................... 1
2.1 Active Member ........................................................................................................................................... 1
2.1.1 Designated Member ............................................................................................................................... 1
2.2 Non-Active Member.................................................................................................................................. 1
2.3 Affiliate Partner.......................................................................................................................................... 1
2.4 Organizational Partner ............................................................................................................................. 2
2.5 Business Partner ......................................................................................................................................... 2
2.6 Voting Rights .............................................................................................................................................. 2
2.7 Annual Meeting ......................................................................................................................................... 3
2.8 Special Meetings ........................................................................................................................................ 3
2.9 Place of Meetings ....................................................................................................................................... 3
2.10 Notice of Meetings ................................................................................................................................... 3
2.11 Quorum ..................................................................................................................................................... 3
2.12 Manner of Acting ..................................................................................................................................... 4
ARTICLE 3. BOARD OF DIRECTORS ....................................................................................... 4
3.1 General Powers .......................................................................................................................................... 4
3.2 Qualifications ............................................................................................................................................. 4
3.3 Composition ............................................................................................................................................... 5
3.4 Ex-Officio Members of the Board and Committees .............................................................................. 5
3.5 Term of Office ............................................................................................................................................ 5
3.6 Meetings ...................................................................................................................................................... 5
3.6.1 Regular Meetings ................................................................................................................................................. 5
3.6.2 Special Meetings .................................................................................................................................................. 6
3.7 Meetings via use of Teleconferencing or Video Conferencing ............................................................ 6
3.8 Place of Meetings ....................................................................................................................................... 6
3.9 Notice of Special Meetings ....................................................................................................................... 6
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page iii
3.10 Waiver of Notice ...................................................................................................................................... 6
3.10.1 In Writing ........................................................................................................................................................... 6
3.10.2 By Attendance .................................................................................................................................................... 6
3.11 Quorum; Manner of Acting .................................................................................................................... 6
3.13 Resignation ............................................................................................................................................... 7
3.14 Vacancies ................................................................................................................................................... 7
3.15 Board Committees .................................................................................................................................... 8
3.15.1 Standing or Temporary Committees, Task Forces, and Caucuses ............................................................. 8
3.15.2 Executive Committee ........................................................................................................................................ 9
3.15.3 Bylaws Committee ............................................................................................................................................ 9
3.15.4 Audit, Investment & Finance Committee ...................................................................................................... 9
3.15.5 Quorum; Manner of Acting.............................................................................................................................. 9
3.15.6 Resignation ......................................................................................................................................................... 9
3.16 Legislative Steering Committee ........................................................................................................... 10
3.16.1 Legislative Steering Committee Membership ............................................................................................. 10
3.16.2 Legislative Steering Committee Co-Chairs .................................................................................................. 10
3.16.3 Legislative Steering Committee Quorum ..................................................................................................... 10
3.16.4 Legislative Steering Committee Operating Policies and Procedures ....................................................... 10
3.17 Conflict of Interest ................................................................................................................................. 10
ARTICLE 4. NATIONAL ASSOCIATION OF COUNTIES ......................................................... 11
4.1 National Association of Counties – Board of Directors ..................................................................... 11
4.2 National Association of Counties – Board of Directors Western Interstate Region ....................... 11
ARTICLE 5. OFFICERS ........................................................................................................... 12
5.1 Number and Qualifications .................................................................................................................... 12
5.2 Election and Term of Office.................................................................................................................... 12
5.3 Resignation ............................................................................................................................................... 12
5.4 Removal .................................................................................................................................................... 12
5.5 Vacancies ................................................................................................................................................... 12
5.6 Candidates for Office .............................................................................................................................. 13
5.7 President ................................................................................................................................................... 13
5.8 1st Vice President ..................................................................................................................................... 13
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page iv
5.9 2nd Vice President .................................................................................................................................... 13
ARTICLE 6. ASSOCIATION PERSONNEL .............................................................................. 13
6.1 Appointment ............................................................................................................................................ 13
6.2 Duties ........................................................................................................................................................ 13
6.3 Vacancies ................................................................................................................................................... 14
6.4 Removal .................................................................................................................................................... 14
6.5 Other Personnel ....................................................................................................................................... 14
6.6 Evaluations ............................................................................................................................................... 15
ARTICLE 7. ASSOCIATION POLICIES ................................................................................... 15
ARTICLE 8. ADMINISTRATIVE AND FINANCIAL PROVISIONS ............................................. 15
8.1 Budget ....................................................................................................................................................... 15
8.2 Dues and Assessments ............................................................................................................................ 15
8.3 Loans or Extensions of Credit to Officers and Directors .................................................................... 16
8.4 Books and Records .................................................................................................................................. 16
8.5 Accounting Year ...................................................................................................................................... 16
8.6 Rules of Procedure ................................................................................................................................... 16
ARTICLE 9. AMENDMENTS ................................................................................................... 16
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 1
ARTICLE 1. OFFICES
The principal office of the Association shall be located at its principal place of business or such other
place as the Board of Directors ("Board") may designate. The Association may have such other offices
as the Board may designate or as the business of the Association may require from time to time.
ARTICLE 2. MEMBERSHIP
2.1 Active Member
Active Members of the Association shall be those duly elected or appointed county commissioners,
county council members, county councilors, or county executives, or the equivalent office in any
county operating under a home rule charter, whose county is current in paying all annual dues and
assessments in accordance with a schedule of dues and assessments adopted by the Board of
Directors and ratified by the Membership. Active Members shall be entitled to all services offered by
the Association.
2.1.1 Designated Member
An elected County Executive, who is an Active Member, may designate in writing to the Executive
Director, a county staff or elected county official who is an Active Member from their county to serve
as their representative. This designated member may participate, as provided for within these bylaws,
as an “Active Member” representing the County Executive.
2.2 Non-Active Member
Non-Active Members of the Association shall be those duly elected or appointed county
commissioners, county council members, county councilors or county executives, or the equivalent
office in any county operating under a home rule charter, whose county has not paid its current i
General Dues or other annual dues and assessments by June 30th of each year, in accordance with a
schedule of dues and assessments adopted by the Board of Directors and ratified by the Membership.
A county paying at least 50% of its dues by June 30th shall be granted an extension of active
membership status through November 30th. Non-Active Members may attend conferences, meetings,
and activities of the Association, but are not entitled to:
(a) the right to vote within the Association;
(b) maintain a leadership position for any Association committee;
(c) be an officer of the Association;
(d) be nominated, recommended, or appointed by the Association to represent counties on Boards
and Commissions; or
(e) other services offered by the Association.
2.3 Affiliate Partner
Any statewide association whose voting membership consists primarily of county department
directors, administrators, managers, or supervisors, who plan, lead, and direct departments and
functions supervised by members of the Board of County Commissioners, County Council Members,
County Councilors, and/or County Executives may be an Affiliate Partner subject to the approval of
the Board of Directors of this Association.
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 2
The review of each request for affiliation sha1l be conducted according to policies as established for
affiliation. No affiliation shall be granted unless ratified by the Board of Directors. Each affiliate
association shall be allowed one ex-officio, nonvoting member on the Board. The Board shall adopt
separate policies to govern affiliation of organizations of county officials.
2.4 Organizational Partner
Any state and federal agencies, non-profit or for-profit organization, or other entity whose mission
and organizational activities may be furthered by the establishment of a mutually beneficial
relationship with the Association may be accepted as an “Organizational Partner.”
2.5 Business Partner
Any individual, businesses, or organizations that have a bona fide interest in the aims and goals of the
Association may be accepted as a “Business Partner.”
2.6 Voting Rights
Only Active Members or Designated Members of the Association are entitled to vote.
The Officers and Regional Representatives of the Association shall be elected each year by the Active
Members of the Association. Ballots shall be distributed to each active member in advance of the
Annual Meeting via US Mail and/or electronic mail and must be received by the Association at or
prior to the Annual Meeting to be considered and counted. The WSAC Board of Directors shall
approve and maintain voting policies and procedures, to include timelines to receive nominations
and distribute and receive ballots.
Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next
Annual Meeting or until his or her successor is elected.
2.6.1 Proportional Voting
For the purposes of proportional voting, each county shall make known its County Voting Designee,
who shall be an Active Member (2.1) or Designated Member (2.1.1) prior to the start of each meeting.
Upon the motion, and second, of a request for proportional voting, no vote is required to sustain the
call for proportional voting.
The following dues based tiered proportional voting formula shall be utilized to establish the number
of proportional votes each county is provided when proportional voting is requested:
• Each county shall be provided with one vote for its share of general dues paid up to the value
of the average of total general dues paid. Every county shall be provided with at least one
vote.
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 3
• The average general dues paid is determined by the formula: total general dues paid/number
of paying members.
• Counties are provided with one additional vote for each $10,000 in additional general dues
paid above the average, beginning at $40,000 and ending at $300,000.
• A county may split its proportional vote.
The Board of Directors shall develop and maintain a Proportional Voting Implementation Policy.
2.7 Annual Meeting
The Association shall hold an annual meeting of the Active Members to carry out the business
authorized in these Bylaws.
2.8 Special Meetings
The Board may call special meetings for the purpose of handling emergency matters that arise
between the dates of general membership meetingsmeetings and may include any and all actions that
may also be considered at the annual meeting (2.7). Any issue requiring legislative action to be
considered at such special meeting must be presented to the Board and the members not less than ten
days prior to the date of such special meeting.
2.9 Place of Meetings
Each annual meeting shall be held at the time and place determined by the Board. The Board may
entertain multi-year proposals from venues to reduce costs. The Board should rotate meetings
between the east and west side of the state as frequently as is reasonable.
2.10 Notice of Meetings
The President, independently or through the Executive Director or the Board, shall cause to be
delivered to each Active Member entitled to notice of or to vote at the meeting not less than ten days
before the meeting, written or electronic notice stating the place, date, and time of the meeting. In the
event the meeting is called for the purpose of reviewing legislative action, adoption of Association
policies, amendment of the Bylaws, or is a meeting at which the annual operating budget is to be
reviewed, the minimum notice for those meetings shall be as set forth elsewhere in these Bylaws. In
the case of a special meeting, the purpose or purposes for which the meeting is called shall be set forth
in the notice of the meeting. An electronic email notice shall be deemed delivered when sent to the
Active Member’s official government electronic mail address as it appears in the Association’s
records. If notice is delivered by mail, the notice shall be deemed effective when deposited in official
government mail properly addressed with postage thereon prepaid. Notices required by these
Bylaws to be delivered to counties shall be deemed given to the Active Members, and the counties
receiving such notices shall be responsible for the delivery of such notices to Active Members
representing such counties.
2.11 Quorum
Fifty of the Active Members of the Association registered or attending at a membership meeting to
vote shall constitute a quorum at a meeting of the Active Members.
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 4
2.12 Manner of Acting
During an Annual Meeting or a Special Meeting, tThe vote of a majority of the votes entitled to be cast
by the Active Members present at a meeting at which a quorum is present shall be necessary for the
adoption of any matter voted upon by the Active Members, unless a greater proportion is required by
applicable Washington law, the Articles of Incorporation, or these Bylaws.
An Active Member may request a proportional vote as provided for in Proportional Voting (2.6.1) on
every question put before the membership at an Annual Meeting (2.7) or Special Meetings (2.8).
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers
(a) The Board shall have general supervision over the affairs of the Association in accordance with
policies established by vote of the membership at general meetings.
(b) All interim policy decisions arising between the meetings shall be made by the Board in the name
of the Association, but such policies shall be subject to change by the next general meeting of the
Association except as provided in Section 3.18 relating to establishment of policies by the
Legislative Steering Committee.
(c) Fundraising for the Association may occur only with prior authorization by the Board.
(d) The Board shall review and approve nominations to state boards and commissions as required by
law or when requested to do so by the State of Washington, NACo, or other organizations, or
may delegate such authority to the Executive Committee. All vacancies will be announced in the
Association publications prior to action. Interested Active Members may submit their names and
resumes for any position. The Board shall adopt and maintain a Boards and Commission Policy
to guide the appointment and nomination process.
(e) The Board shall adopt a Comprehensive Policy Manual to guide the operations, administration,
and governance of the Association, including, but not limited to:
• The Board shall adopt a Ppersonnel policiesy for the Association staff.
• (f) The Board shall adopt a Member policies, including a travel policy, for all activities of
the Association.
(g) The Board, by resolution adopted by at least two-thirds of the members present at a regular
meeting (3.7.1) or a special meeting (3.7.2) called for said purpose, may remove WSAC members
from representing the Association on any Committees, Commissions, Task Forces, or Work
Groups, internal and external to the Association and appointed by it, when in its judgment the
best interests of the Association would be served thereby.
3.2 Qualifications
Directors shall be Active Members of the Association. Directors may have such other qualifications as
the members may prescribe by amendment to these Bylaws.
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 5
3.3 Composition
The Board shall be composed of the following persons:
(a) President, 1st Vice President, and 2nd Vice President, who shall be elected by the general
membership as prescribed by these bylaws and Association policies;
(b) All Past Presidents who are Active Members;
(c) Four Western Region Representatives and two alternates selected by the Active Members of
the following Western Region counties: Clallam, Clark, Cowlitz, Grays Harbor, Island,
Jefferson, King, Kitsap, Lewis, Mason, Pacific, Pierce, San Juan, Thurston, Skagit, Snohomish,
Wahkiakum, and Whatcom;
(d) Four Eastern Region Representatives and two alternates selected by the Active Members of the
following Eastern Region counties: Adams, Asotin, Benton, Chelan, Columbia, Douglas, Ferry,
Franklin, Garfield, Grant, Kittitas, Klickitat, Lincoln, Okanogan, Pend Oreille, Skamania,
Spokane, Stevens, Walla Walla, Whitman, and Yakima;
(e) One representative and an alternate, who is an Active Member, from each county of 180,000
population or greater; and
(f) The county executive, who is an Active Member, or their Designated Member, from each
county in the State of Washington with more than 750,000 in one million population.
(g) Active members may only seek or hold one position on the WSAC Board of Directors at a time.
The composition of the Board of Directors may be changed from time to time by amendment to these
Bylaws, provided that no decrease in the number of members shall have the effect of shortening the
term of any incumbent Director.
3.4 Ex-Officio Members of the Board and Committees
Each Affiliate Partner shall be allowed one ex-officio, nonvoting member on the Board of Directors.
The Executive Director shall be an ex-officio, nonvoting member of all committees appointed by the
Board or the President.
3.5 Term of Office
Unless a Director dies, leaves office, or resigns, he or she shall hold office for a term of one year
ending on the last day of the next Annual Meeting or until his or her successor is elected.
3.6 Meetings
Meetings of the Board shall be open to all members of the Association, except for personnel matters or
consideration of an emergency that requires otherwise.
3.6.1 Regular Meetings
By resolution, the Board may specify the date, time, and place for the holding of regular meetings
without other notice than such resolution.
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 6
3.6.2 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board may be
called by or at the written request of the President or two-thirds of the Directors in office, or, in
the case of a committee meeting, by the chairperson of the committee. The person or persons
authorized to call special meetings may fix any place as the place for holding any special Board or
committee meeting called by them.
3.7 Meetings via use of Teleconferencing or Video Conferencing
Members of the Board or any committee designated by the Board may participate in a meeting of
such Board or committee by means of teleconferencing, video conferencing, webinar or other
accepted technologies or similar communications systems by means of which all persons participating
in the meeting can hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
3.8 Place of Meetings
All meetings shall be held at the principal office of the Association or at such other place designated
by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.
3.9 Notice of Special Meetings
All meetings of the Board of Directors shall be announced in Association publications. Notice of
special Board or committee meetings shall be given to a Director in writing, electronically or by
personal communication with the Director not less than ten days before the meeting. Notices in
writing may be delivered by mail, or e-mailed, to the Director at his or her address shown on the
records of the Association. If notice is delivered by mail, the notice shall be deemed effective when
deposited in official government mail properly addressed with postage thereon prepaid. An
electronic email notice shall be deemed delivered when sent to the Active Members’ official
government electronic mail address as it appears on the records of the Association.
3.10 Waiver of Notice
3.10.1 In Writing
Whenever any notice is required to be given to any Director under the provisions of these Bylaws,
the Articles of Incorporation or applicable Washington law, a waiver thereof in writing or
electronically, signed by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the Board need be
specified in the waiver of notice of such meeting.
3.10.2 By Attendance
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.
3.11 Quorum; Manner of Acting
A majority of the Directors shall constitute a quorum.
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 7
The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act
of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of
Incorporation, or applicable Washington law.
Two-thirds majority of the Directors present must vote in the affirmative for the Association to act as
a plaintiff or intervene in a legal action.
Any Director may request a proportional vote as provided for in Proportional Voting (2.6.1) on every
question put before the Board of Directors. When executing Proportional Voting for the Board of
Directors, the following is stipulated:
Executive Committee Members and past presidents are not a voting member for the purposes
of Proportional Voting unless they are from a county greater than 180,000 in population and
they are their counties voting designee.
•
Counties with multiple members must designate their voting member. Votes may be split.
•
Each of the counties above 180,000 in population will have one designated voter and have an
assigned vote consistent with proportional voting.
•
The four Regional Representatives will evenly split the remaining votes from their respective
regions. Regional remaining votes are calculated by adding all possible votes from a region,
and subtracting counties whose population is above 180,000 that are within the region or
voted by either an Executive Committee member or past president. Each Regional
Representative will possess 1/4th off their respective remaining region’s votes.
•
3.13 Resignation
Any Director may resign at any time by delivering written notice to the President or the Executive
Director at the registered office of the Association, or by giving oral or written notice at any meeting
of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is
not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
3.14 Vacancies
A vacancy in the position of Director (other than those Directors elected by the Eastern or Western
Region) may be confirmed by the affirmative vote of a majority of the remaining Directors though less
than a quorum of the Board.
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 8
When a vacancy occurs in the position of Director, or Alternate Director, among those elected by the
Eastern or Western Region the President shall make recommendations for vacancies subject to
confirmation of the Executive Committee. A Director who fills a vacancy shall serve for the unexpired
term of his or her predecessor in office.
3.15 Board Committees
3.15.1 Standing or Temporary Committees, Task Forces, and Caucuses
The Board, by resolution duly adopted by a majority of the directors present at a meeting at which
a quorum is present, may designate and appoint one or more standing or temporary committees,
task forces, or caucuses. The authorizing resolution of the Board shall stipulate the purpose, term,
duties, and scope of authorities of the committee, task force, or caucus.
The authorizing resolution of the Board should stipulate the purpose, duties, and scope of
authorities for each committee, task force, and caucus. Each committee, task force, or caucus may
have a liaison to the Legislative Steering Committee or the Board of Directors as determined by
the authorizing resolution.
Such committees, task forces, or caucuses shall have and exercise the authority granted, subject to
the limitations as may be prescribed by the Board, except that no committee shall have the
authority to:
(a) Amend, alter, or repeal these bylaws;
(b) Elect, appoint, or remove any member of any other committee or any Director or office of the
corporation;
(c) Amend the Articles of Incorporation;
(d) Adopt a plan of merger or consolidation with another corporation or Association;
(e) Authorize a sale, lease, or exchange of all or substantially all of the property and assets of the
corporation not within the ordinary course of business;
(f) Authorize the voluntary dissolution of the corporation or revoke proceedings therefore;
(g) Adopt a plan for the distribution of assets of the corporation;
(h) Amend, alter, or repeal any resolution of the Board or membership that by its terms provides
that it shall not be amended, altered, or repealed by a committee; and
(i) Independently establish policy or propose legislation.
The designation or appointment of any such committee and delegation thereto of authorities shall
not operate to relieve the Board or any individual Director of any responsibility imposed upon it,
him, or her by law.
The President may appoint temporary committees and task forces, but they shall have no
authority.
BYLAWS
WSAC Bylaws as Amended, November 16, 2023 Page 9
3.15.2 Executive Committee
The Executive Committee shall be composed of the Association Officers (Article 5): President, 1st
Vice President, 2nd Vice President, and the most immediate Past President. The Executive
Committee shall have only those powers granted to it by the Board for whatever purpose and
period of time is specified. The Executive Committee shall approve the sites and programs for the
general membership meetings and, if requested by the Board, shall review and approve
nominations to state boards and commissions as required by law or when requested to do so by
the State of Washington, NACo, or other organizations.
The Executive Committee shall have no authority to:
(a) Amend, alter, or repeal these Bylaws;
(b) Elect, appoint, or remove any member of any other committee or any Director or officer of the
Association;
(c) Amend the Articles of Incorporation;
(d) Adopt a plan of merger or consolidation with another corporation or Association;
(e) Authorize the sale, lease, or exchange of all or substantially all of the property and assets of
the Association not in the ordinary course of business;
(f) Authorize the voluntary dissolution of the Association or revoke proceedings therefore;
(g) Adopt a plan for the distribution of the assets of the Association; or
(h) Amend, alter, or repeal any resolution of the Board that, by its terms, provides that it shall not
be amended, altered, or repealed by a committee.
3.15.3 Bylaws Committee
The President shall appoint, as needed, a Bylaws Committee to initiate, review, or recommend
passage, modification, or other action relating to the Bylaws prior to submission of the proposed
amendment to the membership.
3.15.4 Audit, Investment & Finance Committee
The Board of Directors shall appoint an Audit, Investment, and Finance Committee from those
names presented by the President. The primary function of the Audit, Investment, and Finance
Committee is to assist the Board of Directors in fulfilling its fiduciary, financial, investment, and
compliance oversight responsibilities as defined in the Audit, Investment, and Finance Committee
Charter. The 2nd Vice President shall Chair the Audit, Investment, and Finance Committee.
3.15.5 Quorum; Manner of Acting
A majority of the members of a committee shall constitute a quorum, and the act of a majority of
the members of a committee present at a meeting at which a quorum is present shall be the act of
the committee.
3.15.6 Resignation
Any member of any committee may resign at any time by delivering written notice thereof to the
President, the Secretary-Treasurer, or the chairperson of such committee, or by giving oral or
written notice at any meeting of such committee. Any such resignation shall take effect at the time
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specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.16 Legislative Steering Committee
The Legislative Steering Committee is responsible for preparing and recommending a proposed
legislative agenda for the review and approval of the Active Members. The WSAC Board of Directors
shall approve and maintain policies and procedures for a review and approval process.
The Legislative Steering Committee shall monitor events of each legislative session and shall be
empowered to adopt policy relating to legislation, executive branch policies and operation, and the
activities of other organizations and associations.
3.16.1 Legislative Steering Committee Membership
(a) The Legislative Steering Committee shall be comprised of Active Members and Designated
Members;
(b) Each County Legislative Authority with Active Members shall appoint in writing by October
31st of each year to the Executive Director, one Active Member to serve on the Legislative
Steering Committee;
(c) Each County Legislative Authority with Active Members may appoint, in writing by October
31st of each year to the Executive Director, an Active Member to serve as an alternate on the
Legislative Steering Committee;
(d) Each Active Member that serves as an elected County Executive shall be eligible to serve on
the Legislative Steering Committee and may appoint a Designated Member in writing to the
Executive Director by October 31st of each year to serve as their alternate;
(e) A County Legislative Authority and elected County Executives may change their
appointments, in writing to the Executive Director, at any time.
3.16.2 Legislative Steering Committee Co-Chairs
Each year, the President shall appoint one of two Co-Chairs to the Legislative Steering Committee.
Legislative Steering Committee Co-Chairs shall be appointed for two-year terms. A Co-Chair of
the Legislative Steering Committee cannot be a current member of the Executive Committee as
defined in 3.17.2. One Co-Chair shall be from Western Region as defined in 3.3(c) and one Co-
Chair from the Eastern Region shall be from the Eastern Region as defined in 3.3(c).
3.16.3 Legislative Steering Committee Quorum
The Legislative Steering Committee quorum is set at 15. The Legislative Steering Committee shall
not adopt any policy relating to legislation unless two-thirds of the vote approve of the position.
3.16.4 Legislative Steering Committee Operating Policies and Procedures
Consistent with these bylaws, the WSAC Board of Directors and/or the Legislative Steering
Committee may adopt operating and voting procedures and policies to further guide policy
development, committee and sub-committee structure, and principles for member engagement
and participation in policy development and advocacy.
3.17 Conflict of Interest
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No director or other officer of the Association shall receive, directly or indirectly, any salary,
compensation, or emolument from the Association unless authorized by the bylaws of the Association
or by the affirmative vote of two-thirds of all other Directors at a duly held meeting. No Director or
other officer of the Association shall be interested, directly or indirectly, in any contract or transaction
relating to the operations conducted by the association, nor in any contract or transaction for
furnishing supplies thereto, unless the Director or officer has disclosed the Director‘s relationship or
interest in the contract or transaction, the contract or transaction is fair to the association, and the
contract or transaction is authorized by the bylaws of the association or by the affirmative vote of
two-thirds (2/3) of all other Directors.
ARTICLE 4. NATIONAL ASSOCIATION OF COUNTIES
4.1 National Association of Counties – Board of Directors
The Board positions on the National Association of Counties (NACo) to which the counties of
Washington State are entitled shall be appointed as follows:
Automatic Position: The Automatic Position shall be available to any Active Member of the
Association whose county is also a member of the National Association of Counties. The term
shall be for three years, limited to 6 years or two terms.
Appointments shall be made by the WSAC Board of Directors consistent with Bylaw 3.1(d).
Top 12 Position: If available to the Association, the Top 12 Position shall be available to any
Active Member of the Association whose county is also a member of the National Association of
Counties. The term shall be for three years, limited to 6 years or two terms.
Appointments shall be made by the WSAC Board of Directors consistent with Bylaw 3.1(d).
100 Percent State: If available, the 100 Percent State position shall be the WSAC President if the
county is also a member of the National Association of Counties. The term shall be for one year.
If the WSAC President is unable or unwilling to serve in this position, the WSAC 1st Vice
President, 2nd Vice President, or Immediate Past President shall serve.
4.2 National Association of Counties – Board of Directors Western Interstate Region
There shall be up to two representatives to the Board of Directors of the Western Interstate Region
(WIR), as allowed by the WIR bylaws.
One member shall be an Active Member from a county with a population greater than 180,000 in
population. The term shall be for three years, limited to 9 years or three terms.
Appointments shall be made by the WSAC Board of Directors consistent with Bylaw 3.1(d).
One member shall be an Active Member from a county with a population less than 180,000 in
population. The term shall be for three years, limited to 9 years or three terms.
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Appointments shall be made by the WSAC Board of Directors consistent with Bylaw 3.1(d).
ARTICLE 5. OFFICERS
5.1 Number and Qualifications
The officers of the Association shall be a President, a 1st Vice President, a 2nd Vice President, and the
most Immediate Past President. All officers must be Active Members of the Association.
5.2 Election and Term of Office
The officers of the Association shall be elected each year by the Active Members at the Annual
Meeting. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the
next Annual Meeting or until his or her successor is elected. Once elected as 2nd Vice President, it is
the expectation of the Association that the 2nd Vice President shall serve in successive years as 1st Vice
President, President, and Immediate Past President.
5.3 Resignation
Any officer may resign at any time by delivering written notice to the President, the 1st Vice President,
the 2nd Vice President, or the Board, or by giving oral or written notice at any meeting of the Board.
Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
5.4 Removal
Any officer may be removed from office by the affirmative vote of at least two-thirds the active
members present at a special meeting, consistent with notice requirements described within Article
2.11, called for that purpose, whenever, in their judgment, the best interests of the Association would
be served thereby.
5.5 Vacancies
If a vacancy occurs in the office of President, the 1st Vice President shall succeed to said office to
complete the unexpired term of the vacancy in addition to being eligible to complete their full term
the following year.
If a vacancy occurs in the office of 1st Vice President, the 2nd Vice President shall succeed to said office
to complete the unexpired term of the vacancy in addition to being eligible to complete their full term
the following year.
If a vacancy occurs in the office of 2nd Vice President, the following procedures shall apply:
(a)If the vacancy occurs within sixty days of a regular general membership meeting, an election to fill
the vacancy will be held at that meeting; and
(b)If the vacancy occurs more than sixty days in advance of a regular general membership meeting,
the Board shall appoint a successor to serve until the next regular general membership meeting, at
which meeting an election shall be held.
Succession to an unexpired term shall not affect the officer's eligibility to be elected to a full term.
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If the offices of President and 1st Vice President become vacant simultaneously, the Board shall, within
two weeks, call a special meeting of the membership for the purpose of electing successors to these
offices, said successors to serve until the next regularly scheduled membership meeting.
5.6 Candidates for Office
Any Active Member of the Association may declare himself or herself a candidate for one of the
officer positions. Candidates for the office of 2nd Vice President must reside on the opposite side of the
Cascade Mountains from the candidates for the office of 1st Vice-President. Candidates must declare
their candidacy at least forty-five days in advance of the Annual Meeting so that it may be announced
in the Association publications and ballots distributed.
5.7 President
The President shall preside over the meetings of the members, Board, and Executive Committee. The
President, in consultation with the Executive Committee, shall appoint committees, which do not
have the authority of the Board, as are necessary and advisable for accomplishing the purposes and
goals of the Association. The President shall perform such other duties as are assigned to him or her
by the Board from time to time.
The President may, in consultation with the Executive Committee, remove from office any member of
any committee appointed by him or her when, in their judgment, the best interests of the Association
would be served thereby.
5.8 1st Vice President
In the event of the absence of the President or his or her inability to act, the 1st Vice President shall
perform the duties of the President, except as may be limited by resolution of the Board, with all the
powers of and subject to all the restrictions upon the President. The 1st Vice President shall perform
such other duties as from time to time may be assigned to him or her by the President or the Board.
5.9 2nd Vice President
In the event of the absence of the 1st Vice President or his or her inability to act, the 2nd Vice President
shall perform the duties of the 1st Vice President, except as may be limited by resolution of the Board,
with all the powers of and subject to all the restrictions upon the 1st Vice President. The 2nd Vice
President shall perform such other duties as from time to time may be assigned to him or her by the
President or the Board.
The 2nd Vice President shall Chair the Audit, Investment, and Finance Committee.
ARTICLE 6. ASSOCIATION PERSONNEL
6.1 Appointment
The Executive Director shall be appointed by the Board.
6.2 Duties
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The duties and authorities of the Executive Director shall be as determined by the Board of Directors
for the efficient functioning of the Association. The Executive Director shall serve at the discretion of
the Board.
The Executive Director shall be an ex-officio, nonvoting member of and, personally or through a
designee, shall be secretary to all committees appointed by the President or the Board. The Executive
Director shall serve, with the President and such other persons as the Executive Committee shall
designate, as the official representative of the Association in carrying out the duties outlined for the
Association in the Revised Code of Washington and in other proper Association activities. The
Executive Director shall at all times be subject to the policies and directives adopted by the
membership, the Board of Directors, and the Executive Committee.
The Executive Director or designee shall:
a) Keep the minutes of meetings of the members and the Board, and minutes that may be
maintained by committees of the Board;
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as
required by law;
(c) Be the custodian of the corporate records of the Association;
(d) Keep records of the post office address of each member and Director and of the name and post
office address of each officer; and
(e) Have a report of the Association's fiscal affairs prepared for each regular general membership
meeting.
6.3 Vacancies
Whenever a vacancy occurs in the position of Executive Director, the Executive Committee shall
recommend, and the Board shall appoint, an interim Executive Director and solicit applications by a
process that will ensure notification of the vacancy to interested applicants. The Board shall devise a
process to employ the applicant deemed best qualified. A new Executive Director shall be approved
by majority vote of the Board of Directors. The attempted employment of any Executive Director in a
manner other than that set forth in this section shall be null and void.
6.4 Removal
The Executive Director may be removed from office at any time, with or without cause, by a vote of
two-thirds of Directors or by a majority of the Active Members at a meeting of the Association. The
President of the Association shall be required to call a special meeting to consider removal of the
Executive Director upon petition by two-thirds of the counties with Active Members. Due notice must
be given to all counties with Active Members and to the Executive Director of any meeting at which
the removal of the Executive Director is to be voted on.
6.5 Other Personnel
The Executive Director may employ other personnel or execute contracts and agreements to assist in
the efficient functioning of the Association. Which personnel and/or contractors shall serve is at the
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discretion of the Executive Director. Said personnel may be terminated by the Executive Director at
any time, with or without cause, consistent with Association Comprehensive Policy Manual.
6.6 Evaluations
The evaluation of the Executive Director shall be made by the Executive Committee. The Executive
Director shall assure that organization and/or individual evaluations occur and are available to the
Board to review at their request.
ARTICLE 7. ASSOCIATION POLICIES
Except as otherwise described in the duties of the Legislative Steering Committee and Board of
Directors, the Association public policy agenda shall be adopted by a majority vote of the Active
Members present at any statewide meeting or as otherwise provided for herein. A proposed
Association public policy may arise from any committee, task force, or caucus, an individual county
with Active Members, an affiliate organization, or by co-sponsorship of ten Active Members. A
proposed Association public policy shall be in writing and shall be signed by the chair of the
committee, task force, or caucus, the chairperson of a county commission or council, the President of
an Affiliate organization, or the sponsoring Active Members.
A proposed Association public policy shall be submitted to the Executive Director and shall be sent to
each county with Active Members thirty days prior to the beginning of the meeting at which the
proposed Association public policy will be discussed. The President or the Legislative Steering
Committee Co-Chairs may appoint a committee from the Legislative Steering Committee to review
policies proposed for adoption and to make a recommendation to the membership. Any exceptions to
these requirements to allow discussion and decision of emergent issues shall require a two-thirds vote
of the Active Members present at a statewide meeting.
ARTICLE 8. ADMINISTRATIVE AND FINANCIAL PROVISIONS
8.1 Budget
Annual budgets shall be prepared by the Executive Director and Executive Committee in detail and
presented to the Board. The Board shall review, modify (if necessary), and present such budget to the
general membership at the Annual Meeting for adoption. The budget shall be distributed to each
Active Member at least two weeks prior to such meeting.
8.2 Dues and Assessments
All counties will be assessed annual General Dues and other dues and assessments in accordance
with a schedule of dues and assessments adopted by the Board of Directors and ratified by the
Membership at the Annual Meeting.
The Board of Directors shall develop and maintain a dues and assessment policy to implement a dues
and assessment structure to alleviate the concentration of risk from a population-based dependent
dues structure. Each county will be assessed dues and assessments, that in most cases, shall include
both a “base” amount and a “population” amount.
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The total annual assessed dues and assessments shall be distributed by other factors that are developed
with fairness, equity, and continuity in mind for each county participating. The method and assessment
criteria will be documented and shared with those members assessed to ensure full transparency and
understanding. These factors will be approved as part of the budget adoption process. The target for
“base” amount of dues and assessments is 25% of the total annual assessed dues and assessments.
The remaining amount of the total annual assessed dues and assessments shall be a “population”
amount based on each county’s percentage of the state’s population based on the most recent Office of
Financial Management estimates issued according to RCW 43.62.030
8.3 Loans or Extensions of Credit to Officers and Directors
No loans shall be made and no credit shall be extended by the Association to its officers or Directors.
8.4 Books and Records
The Association shall keep at its principal or registered office: copies of its current Articles of
Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the
proceedings of its members and Board, and any minutes that may be maintained by committees of the
Board; records of the name and address of each member and Director and of the name and post office
address of each officer; and such other records as may be necessary or advisable. All books and
records of the Association shall be open to inspection at any reasonable time by any Active Member of
three months standing or to a representative of more than five percent of the Active Members.
8.5 Accounting Year
The accounting year of the Association shall be the twelve months ending December 31.
8.6 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained
in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when
not inconsistent with these Bylaws, the Articles of Incorporation, or any resolution of the Board.
ARTICLE 9. AMENDMENTS
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the
affirmative vote of two-thirds of the Active Members presentvote at the Annual Meeting or a Special
Meeting called for such action. Proposed amendments shall be distributed in writing to each county
Active Member not less than ten days prior to any meeting at which the proposed amendments are to
be voted upon.
ADOPTED by the membership of the Washington State Association of Counties November 19, 2009
at the Doubletree Hotel, SeaTac, Washington.
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