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At the July 2015 Board meeting, WACO Vice President Tim Davidson advisedthe Board that he had been approach by a WACO member with suggestedamendments to the WACO Bylaws. During the brief discussion that ensued, itbecame clear that additional direction on the bylaw amendment process was inorder.
Amendment of the WACO Bylaws requires action by the WACOmembership. The Washington Non-Profit Act (RCW 24.03) sets the baselinefor bylaw amendments. RCW 24.03.070 vests the power to amend a non-profitcorporation’s bylaws in the Board UNLESS the articles of incorporation or bylawsof the entity state otherwise. WACO’s bylaws specifically vest the authority toamend the bylaws in the WACO membership.
Article XI: Any and all amendments to this Constitution and Bylaws mustbe approved by majority vote of the general membership of theAssociation in attendance at any annual meeting or properly called specialmeeting; provided, however, that sufficient notice is given to themembership of the Association.
The term “sufficient notice” is defined by RCW 24.03.080 as no more 50 daysand no less than 10 days before the meeting.
WACO has utilized an ad hoc Bylaws Committee in the past to review the Bylawsand propose changes. Ad hoc committees are appointed by the WACOPresident.
The WACO Bylaws require a majority vote of the WACO members in attendanceat the Annual Meeting (or a Special Meeting) to adopt Bylaws amendments.