WASHINGTON FALCONER’S ASSOCIATION BY-LAWS

As of 04/28/90 (Revised 2/13/92, 1/30/93, 7/7/97, 5/08/98)

Article I: Membership and Dues

Section 1: Membership categories and criteria.

1. Regular Membership. Any citizen of Washington state and holding a valid Washington state falconry permit, may become a Regular member of the Association.
2. Associate Membership. Any person may become an Associate member, provided that no person eligible for Regular membership may become an Associate member.
3. Affiliated Membership. Any reputable organization, incorporated or unincorporated, local, regional, national or international, and having purposes and objectives complimentary to, similar to, or allied with those of the Washington Falconers Association, may become an Affiliated member.
4. Honorary Membership. Any person of good moral character may become an honorary member.

Section 2: Admission to Membership

1. Admission to all categories of membership shall be within the discretion of the Board. For the denial of any person or organization to membership, a concurrence of 8 of the 9 officers shall be required.
2. Applicants for Regular, Associate, Affiliated membership shall, prior to acceptance, submit a membership application form and shall tender current dues. The application form shall include the applicant’s mailing address, which shall be used for all purposes.
3. Honorary membership shall be awarded in accordance with criteria and in numbers to be determined by the Board.

Section 3: Number and Duration of Memberships.

1. Number. Regular, Associate and Affiliated membership shall be without restriction as to number. The number of Honorary members shall not exceed 5 at any one time.
2. Duration. Regular, Associate and Affiliated membership shall be renewable annually, contingent upon payment of dues.

Section 4: Privileges of Membership

1. Regular members shall be entitled to all rights and privileges of the Association, including the rights to vote, to serve as a Director, or to hold office.
2. Associates, Honorary and Affiliated members (as for a natural person) shall be entitled to all rights and privileges of the Association under these By-laws, except the rights to vote, to serve as a Director, or to hold Office.

Section 5: Dues

1. Annual dues for Regular, Associate and Affiliated membership shall be established and approved by the Board.
2. All Honorary members and Affiliated member organizations with 10 or more members, 50% or more of whom hold individual memberships in the Association, shall be exempt of payment of dues.
3. Dues shall be payable to the Treasurer, Washington Falconers’ Association, at the time of submission of application for membership. In the case of renewals, dues shall be payable between October 1 and December 31.
4. Dues shall not be apportionable for any part of a calendar year, either upon admission to or termination of membership.

Section 6: Mailing Address.

It shall be the responsibility of each member to maintain a current mailing address on file with the Association at all times. Such address shall be used for all purposes within the Association, including mailing of Association publications and determination of residence for voting and election qualifications.

Section 7: Termination or Suspension of Membership

A. Regular, Associate, Honorary or Affiliated membership may be terminated by resignation or death of the member (to include dissolution of the organization in the instance of Affiliated membership).

            B. Associate, Honorary or Affiliated membership may be terminated for such cause and in such manner as, in the sole judgment of the Board, is in the best interests of the Association.

            C. Regular, Associate or Affiliated membership will terminate automatically if not renewed by payment of prescribed annual dues on or before the Sunday of the first full weekend of October, annually.

            D. Regular membership may be suspended or terminated by the Board if, in the sole judgment of the Board, such member has violated the By-laws, rules or regulations of the Association, or if, in the sole judgment of the Board, such member’s status, activities or motives are prejudicial to the best interests of the Association. Such suspension or termination shall be imposed only by affirmative vote of 8 of the 9 Board members, provided that a statement of the grounds for such action shall be sent by certified mail, postage prepaid, to such member at his address on file with the Association at least 30 days before such suspension or termination action is taken by the Board; and, provided further that such statement shall advise the member of the schedule date of Board action and that he, may prior to that date, submit to the Board for it’s consideration any matters in explanation, defense, extenuation of mitigation. Actions by the Board with respect to suspension or termination shall be final and shall not be subject to ratification by or appeal to the Regular membership. The provisions of this sub paragraph are not applicable to the Board. Director and Officers must first be removed from Directorship or Office as hereinafter prescribed prior to any suspension or termination of Regular member status. While in a suspended status, a Regular member shall not be entitled to vote, serve as Director, or hold Office.

Article II: Directors and Officers

Section 1: Electorate, Qualifications, and Terms

A. Electorate. The Directors and Officers of the Association shall be elected by the Regular membership.

B. Qualifications. Directors and Officers must meet membership and residence qualifications as follows:

(1)   Membership. Directors and Officers must be Regular members of the Association and have held Regular membership therein for a minimum of 365 consecutive days immediately preceding their assumption of office. In addition, Directors and Officers must be a licensed falconer in any state for a minimum of two years, at the time of their assumption of office, unless permission is otherwise granted by the Board. Acceptance of renewal dues by the Treasurer prior to nomination for office shall be Prima Facie evidence of uninterrupted membership from the preceding calendar year.

(2)   Residence. Directors and Officers must be residents of the state of Washington.

C. Terms. The term of office of a Director or Officer shall be for two years. Terms for Officers shall begin on January 1 on even numbered years. Terms for Directors shall begin on January 1 on odd numbered years.

A. The Board shall have general authority to plan for, schedule and supervise the election of Directors and Officers by the Regular membership. Voting procedures to be promulgated by the Board shall, among other matters:

(1)   Permit the completion of Regular elections not less than 30 days prior to the expiration of the affected incumbent’s terms.

(2)   Provide to all Regular members timely notice of both nominations and elections, and reasonable opportunity to nominate and vote.

(3)   Insure that at least one qualified candidate is nominated for each Directorship and Office to be filled, and that each nominee is willing to accept the Directorship or Office if elected. Active competition for election to Directorships or Office shall be encouraged.

(4)   Insure that the elections are conducted in a fair and equitable manner.

B. Voting for Directors and Officers shall be by written ballot by mail, and voting by proxy shall be prohibited. Voting for Directors shall be by the members of the respective regions only.

(1)   The Eastern Directorate is defined as follows; areas in Washington state east of Highway 21 and east of Walla Walla county.

(2)   The Central Directorate is defined as follows; areas in Washington state east of the crest of the Cascade Mountains and west of Highway 21 and including all of Walla Walla county.

(3)   The Northwestern Directorate is defined as follows; areas in Washington state west of the crest of the Cascade Mountains and north of the boundary formed by Interstate 90 (to include all Island counties in Puget Sound).

(4)   The Southwestern directorate is defined as follows; areas in Washington state west of the crest of the Cascade Mountains and south of the boundary formed by Interstate 90 and including the Olympic peninsula.

3. A plurality of all votes cast for a particular Directorship or Office shall be required for election to that position. In case of a tie for the largest number of votes, the tied participants shall participate in a special election, to be held as expeditiously as possible. In this case, the incumbent will retain the position until the special election is completed.

Section 3: Responsibility and Authority of the Board

1. Authority.  The Board shall have full control and supervision of the affairs of the Association; shall have full authority to make rules and regulations for the administration of the Association, consistent with the Constitution and By-laws; and, shall be responsible to the Regular membership for the effective and efficient operation of the Association. Within the discretion of the Board, it may delegate to any Director or Officer such authority as it deems appropriate.
2.  Contracts.  In addition to the general powers conferred, the Board shall control and manage all funds and property of the Association, including specifically the appropriation and disbursement of its funds. It shall control and authorize the making of all contracts and purchases of the Association. However unless specifically authorized by the regular membership, it shall have no power or authority to contract for or otherwise obligate the Association for any debts or obligations greater than the amount of money which shall, at the time of contracting such debt or obligation, be in the treasury, and unappropriated, and in excess of the amount needed for the discharge of debts and liabilities contracted prior thereto. By the authority of the Board, contracts in the name of the Association shall be signed by the President.
3. Fiscal Planning and Audits.  On or before October 31 annually, the Board shall cause to be prepared and shall furnish to the Regular membership a financial program for the current calendar year, showing anticipated receipts and expenditures of Association funds, and a review of the books of the Association for the calendar year just expired.

Section 4: Directors’ and Officers’ Meetings

A.     The Board shall meet, either in person or by use of the mail, upon call of the President at any time, but not less than twice each calendar year. The President or, in his absence, the Vice President, shall preside over all Board meetings, except as otherwise prescribed in these By-Laws.

B.      A quorum as such will not be required, but, unless otherwise prescribed herein, the affirmative vote of not less than six of the nine Directors and Officers shall be required for action on any matter. Voting by proxy shall be permitted, provided that proxy may only be given to any Regular member of the Association.

C.     Not less than 14 days from the date of mailing shall be allowed to reply to any request for vote by mail. Any Director or Officer who shall fail on two consecutive occasions to respond to such a request within 30 days from the date of original mailing shall be considered to have resigned his office.

D.     If the Directors meet in person, written notice shall be given to each Director and Officer not less than 14 days prior to such a meeting.

Section 5: Termination and Removal of Directors and Officers

A.     With the approval of the Board, a Director or Officer may resign. The following additional acts or omissions shall be equivalent to resignation, and approval of the Board shall not be required.

(1)   Termination of Regular membership.

(2)   Failure to make timely response to Directors’ meetings by mail. As prescribed in Article II, Section 4, C, of these By-Laws.

B.     Unreasonable absence of a Director or Officer from his residence, as determined by the Board, shall be cause for termination of his office. In reaching a decision in such cases, the Board shall consider, among other things, the duration of the absence and the effectiveness of the individual’s  communications with his constituents, as well as his responsiveness as a member of the Board during his absence.

C.     A Director or Officer may be removed from office upon written petition signed by thirty-five percent of the Regular membership or five of the other Directors and Officers, and approved by a majority (over 50%) of the Regular membership who vote by mail in response of such petition, provided that greater than 50% of the Regular membership responds. Within 14 days of following receipt of such petition, the Board shall submit the petition to the Regular membership for vote. Notice of such petition and a ballot shall be mailed to each Regular member not less than 14 days prior to the last day on which votes will be accepted.

D.     In the event vacancies in the Board occur in any manner other than by expiration of term of office, then the remaining members of the Board, by majority vote, shall fill the vacancy temporarily, by appointment from the eligible Regular membership. Such temporary appointment shall continue only until the next regularly scheduled election, at which time the Directorship or Office shall be filled by normal election process.

Section 6: Submission to Regular Membership.

1. Within the discretion of the Board, any matter may be submitted to the Regular membership for vote by mail. In such an event, the Board shall be bound by the resulting vote of the Regular membership upon the issue(s) submitted.
2. Upon the written petition of ten percent of the Regular members, any matter, including but not limited to proposed amendments to the Constitution and By-Laws, shall be submitted to the Regular membership for vote by mail. The Board shall be bound by the resulting vote of the Regular membership.

Article III: Officers

Section 1: Appointment. Tenure. Qualifications.

1. The Board shall be responsible for the prompt appointment or approval of the appointment, as appropriate, of Directors or Officers to fill all vacant positions. In the event the offices of President and Vice President both shall be vacant at any one time, or if the Board be called to vote upon removal of President from office as described in Article II, Section 5 of these By-Laws, the senior Director or Officer in age shall function as presiding officer pro temp until a new President has been appointed, or a vote to remove an incumbent President has failed to carry, as appropriate. Board action under a presiding officer pro temp shall be limited to appointment of temporary Directors and Officers if necessary, and voting on the appointment or removal of a President.
2. Any officer other than the President, Vice President, Secretary or Treasurer, shall be appointed by the President, with the approval of the Board, from among the Regular membership, to serve at the pleasure of the Board. Within the discretion of the Board, a Regular member may hold the office of the Secretary and Treasurer simultaneously.
3. The President and the Vice President shall not hold any other office in the Association during their tenure.

Section 2: Duties of Officers

1. President. The President shall call and preside at all meetings of the Directors and Officers and of the Association, except as otherwise prescribed herein. The President shall be responsible for the planning and presentation of all matters requiring Board action or action by the Regular membership, and the expeditious processing of such matters to a conclusion. This individual shall conduct Association business in accord with policies set by the Board and shall perform such further acts and duties as may be prescribed by the Board.
2. Vice President.  The Vice President, in the absence of the President, or in the event of his/her death, disability or inability to act, as confirmed by the Board, shall perform all acts and duties of the President. The Vice President shall assist the President as required and shall perform such other and further duties as may be prescribed by the Board or by the President. In addition, the Vice President shall be responsible to set up and conduct all field meets of the Association, particularly the one major meet, which shall be held in the fall.
3. Secretary.  The Secretary shall:
   1. Give or cause to be given notice of all meetings of the Regular membership. Notice of physical meetings shall include a proxy statement.
   2. Keep minutes and/or other records of all meetings of the Regular membership, including meetings by mail or in person.
   3. Keep records of all actions taken by the Board.
   4. As directed by the Board, conduct correspondence on behalf of the Association, and maintain records of such correspondence; and, maintain records of such other official correspondence of the Association as may be furnished him by the Board.
   5. Maintain a complete file of all Association publications.
   6. Maintain all Association files and non-financial records which are necessary for the conduct of Association affairs for not less than 3 years. Upon the approval of the Board, the Secretary may purge all non-essential records greater than 3 years old.

4. Treasurer.   The Treasurer shall:
   1. Serve as custodian of all Association funds and property, and keep a strict accounting of all receipts and expenditures.
   2. Collect and receive all monies due the Association from whatever source.
   3. Pay only such expenditures as have been authorized by the Board and are within the unappropriated budget balances.
   4. Deposit all Association funds and securities in suitable checking and/or savings accounts protected by the Federal Deposit Insurance Corporation (FDIC), or similar organization; insure that signature cards on file with the bank(s) bear the signatures of the President and the Treasurer, and insure that the accounts are so restricted that the signature of the President or the Treasurer shall be required on all checks drawn thereon or withdrawals made therefrom.
   5. Maintain proper accounting records of the Association, and upon 14 days notice from the Board, submit to the Board a current statement of receipts and expenditures and a statement of fund balances. Submit to the Board a current bank statement at each Board meeting.
   6. Insure that the Association books of account are reviewed at the end of each calendar year and that a report of such review is furnished the Board on or before October 31, annually.
   7. Issue membership cards, as appropriate; maintain complete lists and addresses of past and current members in all categories; and, when required, certify to the status of the memberships. The mailing address furnished the Association by the member and maintained on file by the Treasurer shall be used for all purposes, including mailing Association publications.
   8. Maintain for sale to the membership and account for all surplus copies of Association publications and membership items such as pins, patches, etc., in accordance with policies and at prices established by the Board.
   9. Perform such other duties as the Board may direct, including a final audit when appropriate.
   10. Retain all club financial records.
5. Director At Large.   The Director At Large shall:
   1. Provide general oversight of the WFA Cooperative Breeding Program (for the duration of this program’s existence).
   2. Provide general oversight of apprentice related programs and concerns.
   3. Document and report to Mewsletter and NAFA publications on WFA activities, such as summer picnics or WFA field meets.
   4. Perform such other duties as the Board may direct.

Article IV: Regular Membership Meetings

1. Time and Place.   The Regular membership may meet physically once a year, and shall meet physically once each two years, upon call of the President. Such meetings shall be termed a “Regular Meeting”.
2. Quorum.   At a Regular Meeting, a quorum shall consist of not less than the nearest whole number greater than 20% of the Regular membership in good standing, represented in person or by proxy, or by written ballot sent by mail for voting on specific subjects previously made known to the Regular membership. Not less than 10% of the Regular membership must be present in person. A majority vote of a quorum shall control.
3. Committee of the whole.   In the absence of a quorum, those present in person or by proxy at a Regular meeting shall function as a “Committee of the Whole”, to draft resolutions and proposals for submission to the entire Regular membership for a written vote. A majority of the Committee shall control.
4. Notice.   Written notice of Regular meetings of the Regular Membership, to include time, place and general nature of business to be transacted, shall be given each Regular member not less than 30 days prior to such a meeting; provided that such notice shall not be to any Regular member who shall waive notice in writing or who shall be present in person or by proxy or by written ballot and not object to the holding of such meeting, or who shall signify his consent to such a meeting by signing the minutes thereof.
5. Voting.   The Board shall provide for proxy voting at Regular Meetings and, when appropriate for specific subjects, provide further for the use of written ballots by mail.

Section 2: Membership Meetings by Mail.

1. Equivalency of mail vote.   Any voting by mail in which ballots are provided to the entire Regular membership in good standing shall be equivalent to a Membership Meeting on the subject concerned.
2. Quorum.   For the purpose of meetings held by mail, a quorum as such shall not be required. Except as provided for establishment of dues and geographic regions, amendments to the Constitution and the By-Laws, and Dissolution of the Association, a majority (over 50%) of the votes cast by Regular members responding in a vote by mail shall control.
3. Notice.   Full notice of the issues involved in a vote by mail, including a ballot in which to record the vote, shall be mailed to each Regular members at his mailing address on file with the Association, not less than 14 days prior to the effective date for counting the ballots.

Article V: Association Publications

Section 1: Editors of Association Publications.

1. Editors of Association publications shall be appointed by the President from the Regular membership, with the approval of the Board, to serve at the pleasure of the Board.
2. Such Editors shall compile, publish and distribute Association publications in conformity with operational and financial policies determined by the Board.

Section 2: The Newsletter.

1. The internal informational organ of the Association shall be entitled “Mewsletter” and shall be in the form of a newsletter.
2. “Mewsletter” shall be published as frequently as material is made available to the Editor, within fund limitations prescribed by the Board. It shall be distributed without additional charge to all membership classes of the Association, but not to institutional subscribers, and otherwise at the discretion of the Board as prescribed for the Journal in Section 2 B of this article.

Section 3: Others.

The Board may, from time to time, authorize the publication of certain informational, promotional or publicity matter for distribution within or outside the membership, when such activity is clearly in the best interest of the Association.

Section 4: Copyright.

The Mewsletter, and such other Association publication as the Board may determine to be appropriate shall be protected by copyright in accordance with applicable law and regulation. The Editor of each publication to be copyrighted shall be responsible for compliance with copyright requirements.

Article VI: Amendments to the Constitution and By-Laws

The Constitution and/or these By-Laws may be amended only by a meeting by mail of the regular membership, provided written notice of such meeting, the proposed amendment, the contents thereof and a ballot shall be mailed to each Regular member in good standing at his address on file with the Association, not less than 14 days prior to the day fixed for counting ballots. Affirmative vote of two thirds of the Regular members responding in a vote by mail shall be required for amendment. Proxies shall not be authorized.

Article VII: Dissolution

Section 1. In the same manner as provided for amending the Constitution and the By-Laws, the Regular membership may by affirmative vote terminate the existence of the Association immediately or at future time certain.

Section 2. In such event, or in the event of termination of the Association by operation of law or in any matter, the Board shall forthwith proceed to wind up the affairs of the Association. All property and assets of the Association, including accounts receivable, if any, shall be reduced to cash or other suitable disposition made, and all outstanding Association debts, obligations, or liabilities shall be satisfied insofar as assets of the Association permit.

Section 3. When the above requirements have been satisfied, the Board shall dispose of the balance of cash, if any, and any other property, in such manner and to such organization or organizations operated and organized principally or exclusively for charitable, ecological, educational, scientific or wildlife conservation purposes as shall, at the time, qualify as an exempt organization under Section 501 ( c ) (3) of the Internal Revenue Code of 1954, or the corresponding provision of any subsequent United States Internal Revenue Law which may be in effect, as it may determine appropriate.

 Section 4.  A full and general accounting of the dissolution shall be given by the Board to the Regular membership.