SECTION 7: AMENDMENTS

SECTION 1: MEMBERSHIP
1.1 General Any individual or co-resident couple, twenty-one (21) or more years of age, is eligible for membership. Membership shall commence upon acceptance by the Society of an application and receipt of dues for one year. Each member is entitled to attend all Society meetings, receive informational and educational materials distributed by the Society, and has voting privileges. In the case of couple members, both have voting privileges.

1.2 Meetings
      1.2.1 Annual Meeting The annual meeting shall be held 
         each spring (April – May) at such time and place as the 
         Board may direct. The purpose of the meeting shall be the
         election of Directors and for transaction of such other 
         business as may come before the membership. The annual
         meeting may be held in conjunction with an event at the 
         board’s discretion.

      1.2.2 Special Meetings Special Meetings of the membership
          may be held from time to time, as deemed necessary by the
          President or the Board, or by petition of five percent (5%) of 
          the membership.

      1.2.3 Notice Written or email notice (per members option as 
         noted on the membership application) of both annual and 
         special meetings shall be given to the membership at least 
         four (4) weeks prior to the meeting. The notice shall state the 
         time and place of the meeting plus must contain a brief 
         statement of the agenda. Any subject may be brought before 
         the membership at the annual meeting, whether or not set 
         forth in the notice; however, special meetings can only 
         deal with the agenda as published.

       1.2.4 Quorum A quorum at any membership meeting shall 
          consist of those members present. A majority of those 
          present may transact such business as shall come before 
          the membership during the meeting.

       1.2.5 Procedure The President or, in his/her absence, the 
          next highest officer in rank present, shall preside at 
          membership meetings. Meetings shall be conducted under
          ROBERTS RULES OF ORDER, REVISED. A two-thirds 
          (2/3) vote of those present in person or by proxy shall be 
          required to suspend the rules.

1.3.Voting Each member shall be entitled to one (1) vote, which may be cast in person or, upon resolution by the Board, by mail or email.

1.4 Dues The amount of annual dues shall be determined from time to time by the Board. Membership shall commence upon acceptance by the Society of the application and receipt of dues and shall continue until the last day of the twelfth (12) month thereafter, which will be the renewal date. Members shall be advised of their renewal date through notation on address labels of Society notices and such other means as the board shall decide. Any member whose dues have not been received within thirty (30) days after the renewal date shall be automatically dropped from membership.

1.5 Non-Assignability Membership shall not be transferable.

1.6 Termination of Membership The membership of any member may be terminated by the Board for cause, including but not limited to non-payment of dues. A terminated member may request a hearing before an officer or committee designated for such purpose by the Board.
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SECTION 2: BOARD OF DIRECTORS
2.1 General The business and property of the Society shall be managed by the Board, which shall include the officers designated in Section 3.1, the chairpersons of the standing committees designated in Section 4.1 and the most recent past president. The Board shall consist of 7 to 10 directors.

2.2 Tenure Each Officer shall serve two (2) years and until a successor has been elected. Each Chairperson shall serve for one (1) year and until a successor is elected. Terms for officers shall be staggered so that one-half (1/2) of the positions are up for election at each annual meeting.

2.3 Nominations In January of each year the President shall present to the Board for its advice and consent a nominating committee consisting of three (3) members, one (1) of whom shall be a Director and two (2) who are neither Officers nor Directors. At the annual meeting of members the nominating committee shall submit nominees for election as Officers, at least one of who shall be a member not currently serving as a Director. Nominations from the floor may also be submitted. All nominees shall have indicated to the President or the nominating committee a willingness to serve prior to placement of the nominee’s name on the ballot. The nominating committee shall also contact the standing committees to determine one or more candidates for each Chairperson position. Each committee chair shall be appointed by the President from among those nominated.

2.4 Vacancy Any vacancy occurring on the Board may be filled by appointment by the President for the remainder of the unexpired term.

2.5 Board Meetings The Board shall meet at least quarterly at a time and place designated by the President. Special meetings of the Board may be at such times and places as the President or three (3) Directors shall designate by giving seven (7) days oral or written notice thereof. Presence at any meeting shall constitute waiver of notice thereof. Board meetings shall be open to any members wishing to attend.

       2.5.1 Quorum One-half (1/2) of the number of Directors serving
           as such shall constitute a quorum. Except as otherwise
           specifically provided herein, the act of a majority of Directors
           present at a meeting at which a quorum is present shall be
           an act of the Board.

       2.5.2 Procedure Board meetings shall be conducted under
           ROBERTS RULES OF ORDER, REVISED. A two-thirds 
           (2/3) vote of those present in person or by proxy shall be 
           required to suspend the rules.

       2.5.3 Minutes The Secretary of the Board shall take minutes
           at all regular meetings and at such other times as the 
           President may direct.

2.6 Presiding Officer The President shall act as Chairman of the Board.
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SECTION 3: OFFICERS
3.1 Officers The officers of the Society shall consist of the President, the Vice-:President, a Secretary and a Treasurer. Each shall perform the duties usually incident to each office.

3.2 Officer Elections The officers shall be elected at the annual meeting in accordance with Section 2.3. Each officer shall serve for two (2) years and until a successor has been elected. The immediate Past President will continue to serve as a Board member for one (1) additional year.

3.4 Vacancies A vacancy in any office may be filled by the Board for the unexpired portion of the term.

3.5 Removal The Board, by a two-thirds (2/3) vote of those serving, may remove any officer at any time, with or without cause.
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SECTION 4: COMMITTEES
4.1 Standing Committees Standing committees shall include: (1) Program, (2) Newsletter, (3) Membership and (4) Finance. The Board may establish other standing committees as the need arises.

     4.1.2 Newsletter The Newsletter Committee shall be responsible
         for informing the membership through a newsletter published at
         least four times a year.

     4.1.3 Membership The Membership Committee shall receive
         dues, issue membership cards and maintain membership 
         rosters and mailing lists for use by the Secretary and Newsletter
         Committee.

     4.1.4 Finance The Finance Committee shall be responsible for 
        the acquisition, control, care and maintenance of Society 
        property. It shall also review the Treasurer’s procedures and
        reports and otherwise manage the Society’s funds consistent 
        with the objectives of the Society.

4.2 Committee Chairpersons Chairpersons for each standing committee are appointed by the President at the annual meeting in accordance with Section 2.3. Chairpersons are to encourage membership participation on their committees.

4.3 Committee Members All members of the Society in good standing are eligible for membership on a standing committee.
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SECTION 5: INDEMNIFICATION AND INSURANCE
5.1 Indemnification The Society shall incorporate under the laws of Washington State. It shall indemnify and advance costs to past and present directors, trustees, and officers of the corporation, and may indemnify and advance costs to any other person who is made a party to a proceeding by reason of his, her, or its association with the corporation, all to the fullest extent permitted by, and upon compliance with, the Washington Nonprofit Corporation Act and RCW 32A.08.026, provided that no such indemnity shall indemnify any director, officer, or other such person from or on account of acts or omissions of such director, officer, or other person finally adjudged to be intentional misconduct or a knowing violation of law, or from or on account of any transaction with respect to which it was finally adjudged that such director, officer, or other person personally received a benefit in money, property, or services to which the director, officer, or other person was not legally entitled. Any such indemnity shall continue as to a person who has ceased to be a director, trustee, officer, or agent of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.

5.2 Insurance The Society shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee, or agent of the Society against any liability asserted against and incurred by that person in such capacity or arising out of his or her status as such, whether or not the Society would have the power to indemnify under the provisions of RXW 23A.08.026 (23B.17.030)
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SECTION 6: RESTRICTIONS AND LIMITATIONS
6.1 Asset Ownership No portion of the assets of the Society shall pass to any member, nor shall any member have claim or rights to the title or interest in or to the property or assets of the Society.

6.2 Authority to Represent. No member shall publicly express personal opinions or positions as those of the Society, or commit or imply sponsorship of any event or product in the name of the Society without the explicit knowledge and approval of the President. The authority to represent the Society in all matters is vested in the President or such person as the President may from time to time designate to represent the Society for a specific time and purpose.
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SECTION 7: AMENDMENTS
Amendments to the bylaws may be made by a majority vote at any regular meeting of the members or upon vote of the majority of all Directors then serving as such. Amendments must be presented in writing to the body voting on the amendment at least 30 days prior to the vote.

Original issue approved by vote of the membership, as refined during the membership meeting, on April 8, 2002.