Background Re: WSAE Bylaws and Articles of Incorporation Update
After thorough review by legal counsel the Board of Directors recommends that the Members adopt and approve the amendment and restatement of the Articles of Incorporation and Bylaws in order to:
- Align the Corporation’s governing documents with the new Non-Profit Corporation Act of the State of Washington
- Bring the Corporation’s governing documents into line with its current operations
- Foster diversity and inclusion
- Ensure the implementation of general governance best practice
Electronic Vote held August 14 - 28, 2023.
WSAE Bylaws Information
[Bylaws - Amended 2023]
[Bylaws - Last Amended 2015]
WSAE Articles Information
[Articles of Incorporation - Amended 2023]
[WSAE Articles of Incorporation]
Questions and Answers
Is WSAE doing away with member categories within the bylaws?
Yes, member categories are being removed from the bylaws and will now be defined in policy. There are “Members” for the purposes of the Washington Non-Profit Act (“First Purpose”) and then there are “Members” which are the parties that make use of WSAE’s services, offerings, and programs (“Second Purpose”). These are two distinct groups. The amendment to the Bylaws concerning the membership section is to reflect that there is only one category of “Members” for the First Purpose, and has no implication for, or effect on, who is or can be “Members” for the Second Purpose. There is no need for the Bylaws to mention WSAE’s power to delineate the categories of “Members” for the Second Purpose, whether in its policies or otherwise. So, practically speaking, WSAE is free to detail “Membership” categories for the Second Purpose in policies whenever desired.
How are Partners still considered members if they are not mentioned in the bylaws?
Our affiliation and interactions with Partners remains unchanged. The bylaws amendments have no affect on our Partners. Bylaws are an internal governance document. These changes are only aimed to simply how we govern and who can vote. The purposes of modernizing to align with the Washington Non-Profit Act our bylaws identify only voting members. WSAE is allowed to use the term “Members” for non-voting parties that make use of WSAE’s services, offerings, and programs as we wish and those descriptions will live within our policies.