By-Laws and Constitution

Washington State TRIO Association (WSTA) By-Laws and Constitution (Amended October 2017)

PreambleVision: Every TRIO student and program in Washington State has the resources and tools needed to achieve their full potential. Mission: To be a catalyst in Washington State for progressive initiatives that promote educational equity, access, and opportunity for traditionally marginalized student populations. Goals/Objectives:  The Washington State TRIO Association will fulfill the mission and vision of the organization through the following steps:
  1. Advocacy:  To support local, state, and federal educational initiatives that raise student achievement and opportunity.
  2. Leadership and Professional Development: To provide best practice training and mentoring for staff and programs.
  3. Resource and Partnership Development:  To build coalitions of allied community partners and tap into local and statewide resources that enhance program operations.

[toggles] [toggle title=”Article I – Name “]The name of this association will be Washington State TRIO Association, hereafter referred to as the Association [/toggle] [toggle title=” Article II – Purpose of the Association “] The Association is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501c3 of the Internal Revenue Code, or corresponding section of any future federal tax code.  It is also organized to: Section I: Provide a leadership body that promotes program development, and collects and disseminates data on specific education needs. Section II: Provide opportunities for professional growth and development of persons engaged in the operation of TRIO and/or other programs having similar educational objectives. Section III: Promotes technological innovation and competency for association members and organizational partners. Section IV: Serve as a liaison for Association members by:
  1. Sponsoring professional conferences/meetings and other educational forums as specified herein and /or as required.
  1. Disseminating pertinent information in a timely fashion to Association members including but not limited to: minutes from meetings of Association officers, articles and other educational materials regarding pertinent Local, State and/or Federal legislation which might affect Association members.
  1. Providing other information as specified herein.
Section V: Ensure that the goals, objectives, duties, and responsibilities of the Association members, officers, and/or their representatives are perpetuated. Section VI:  Serve as one of four member states in the Region Ten TRIO Association called the Northwest Association of Educational Opportunity Programs (NAEOP).  The other states are Oregon, Idaho, and Alaska. [/toggle] [toggle title=”Article III – Membership”] Membership within the Association shall be granted to personnel of any TRIO or similar program and to other persons upon payment of the membership fee specified in Section III of this Article.  Membership also is granted to TRIO projects and other institutions, projects, agencies, etc., upon payment of the membership fee specified in Section III of this Article.  Members will be categorized as follows:
  1. Voting Members:
    1. Active TRIO members (AT)
    2. Active non – TRIO members (ANT)
  2. Project Members (PM)
Section I: Categories of Membership1.   Voting Members a.         Active TRIO Members (AT) Active TRIO members shall be personnel employed (50% of full-time or more) by projects authorized by the Title IV of the Higher Education Act of 1965 (including subsequent re-authorizations or other Acts designed to perpetuate TRIO services). b.         Active Non-TRIO Members (ANT) Active Non-TRIO members shall be persons whose purpose, goals, and objectives are consistent with those of the Association as specified in the Preamble and Article II of this Constitution. 2.    Project Members (PM) Project members shall be Title IV funded TRIO programs that operate within the geographical boundaries of Washington State.  Project members are eligible for project benefits, including peer review, training, student and alumni travel, and other awards as defined by the board. Section II: Voting Privileges a.         Each active TRIO member and each active non-TRIO member in good standing shall be entitled to one vote. b.         Non-member representatives of TRIO projects shall enjoy the privileges of participants in all phases of debate and may be recognized by the chair; however, such representatives shall not be entitled to cast a vote Section III: Membership Fees a.  Membership fees shall be set by the Board of Directors.  The Board of Directors will inform the Association membership of fees for any given year no later than 30 days prior to the annual WSTA professional day. (In the event membership fees are not issued, all active TRIO personnel in Washington State will be considered members.) An individual eligible for membership according to Section I shall be considered a member in good standing upon receipt of one of the following:
  1. Conference Fee
  2. Individual payment of the membership fee as set by the board.
b.         Payment of membership fees shall be made by cash, personal check, purchase order, or money order, payable to Washington State TRIO Association. The term of membership shall begin on January 1st of each year and end on December 31st.  Fees must be paid in full in order to exercise voting privileges. [/toggle] [toggle title=”Article IV – Finance”] Section I:         The fiscal year of the Association shall be January 1 through December 31. Section II:       Income shall be derived from membership fees as described in Article III, Section III as well as funds derived from other board approved sources. Section III:      The Treasurer shall be charged with maintaining financial records for the Association, settling accounts, and preparing financial reports for the membership.  Each check or draft written on behalf of the Association shall require the signature of at least two authorized persons.  Authorized persons shall be limited to the President, President-Elect, Treasurer, or a proxy appointed by the Board of Directors. Section IV:      Treasurer should train the following treasure as soon as she/he/they are appointed. Section IV:      No persons may enter into or in any way commit the Association to contractual agreements without the written consent of the President and the majority of the board. Section V:       A standing Finance Committee shall be created to review financial plans and supervise fiscal activities and records. [/toggle] [toggle title=”Article V – Board of Directors”] Section I: Composition The Board of Directors shall consist of the following elected positions: President, President-Elect, Past President, Secretary, Treasurer, Eastern Washington representative, a Western Washington representative, and an active non-TRIO representative. In addition the State President will serve on the NAEOP board as an appointed officer. Section II: Function In Accordance with the provisions of the By-Laws of the Association, the Board of Directors shall have full authority to conduct the business and affairs of the Association. Section III: Eligibility Any AT or ANT in good standing shall be eligible to hold office. Section IV: Tenure a.         The President, President-Elect, Past President, and appointed officers of the Association shall serve for one year commencing beginning after the NAEOP conference  after  election.  Each may be re-elected at the pleasure of the membership.  Appointed officer’s terms begin upon approval of the board. b.         The Secretary, Treasurer, and Constituency Representatives shall serve a two-year term commencing shall serve a two-year term beginning after the NAEOP conference.  .  Each may be re-elected at the pleasure of the membership. Section V: Quorum A quorum shall consist of a majority of the Board of Directors or their designated alternates.  A quorum must be present to conduct official business. Section VI: Duties of Board of Directors a.         In his/her absence or when deemed appropriate, a member must appoint an alternate to represent him/her at all Board meetings for the purpose of conducting official association business.  This will be done by an email, which will be presented at the Board meeting. b.         Each representative shall be responsible for ensuring that his/her constituency is informed of significant actions taken and/or under consideration by the Board. c.         The President shall:
  1. Be the chief elected officer of the Association.
  2. Preside at all business meetings.
  3. Serve as the chairperson of the Board of Directors.
  4. Serve on the NAEOP Board of Directors.
  5. Serve as an advisory or consulting member to all committees.
  6. Make appointments to all standing and special committees.
  7. Appoint the Association Parliamentarian, as deemed necessary.
  8. Represent or appoint a designee to represent the Association at NAEOP board meetings.
d.         The President-Elect shall:
  1. Serve as the Vice Chairman of the Board of Directors.
  2. Serve as an advisory or consulting member to all committees.
  3. Chair the Membership Committee.
  4. In his/her absence, serve as the Association Parliamentarian.
  5. Assume the duties and responsibilities of the President in the event that the President is absent or becomes incapacitated.  Incapacitation shall be determined by the Board of Directors.
  6. The President-Elect shall assume the office of President at the completion of the annual NAEOP conference after serving one year as President-elect.
e.         The immediate Past President shall:
  1. Chair the Nominations Committee.
  2. Chair the By-Laws Committee.
  3. Serve on the Membership Committee.
  4. Assist the Washington State TRIO Board as requested.
  5. Carry out duties as assigned by the President and/or President-Elect.
f.          The Secretary shall:
  1. Serve as the official recorder for all official meetings.
  2. In his/her absence, delegate record keeping duties.
  3. Disseminate to Association members in a timely manner the minutes of official meetings and other pertinent information.
  4. Social Media/website
g.         The Treasurer shall:
  1. Collect membership fees and other monies as required
  2. Maintain accurate records regarding expenditures, fees collected, and/or provide other data as required by the association.
  3. Provide a full and accurate financial statement for distribution at the annual fall conference.
  4. Chair the Finance Committee
  5. File income tax returns with Washington State Department of Revenue and the IRS
h.         The appointed Parliamentarian shall serve as a resource and interpreter of procedural rules, by way of reference to recognized sources of parliamentary authority for all proceedings of the Association. i.          The East and West Representatives shall:
  1. Ensure that his/her constituency is informed of all actions taken and/or under consideration by the Board of Directions.
  2. At the pleasure of the membership of his/her constituency, arrange to meet together at Association meetings for idea sharing and discussion of issues.
  3. Disseminate information about Policy Seminar and Civic Leadership , as well as facilitating legislative visits.
  4. Other duties as assigned by the President and/or Board.
  5. Update directory twice of year, on Dec & June.
J           The Community Partner (non-TRIO) shall:
  1. Attend the Association board meetings
  2. Attend the WSTA Professional Development Day
  3. Access statewide resources to enrich WSTA Professional Development Day
  4. Assist in building networks of support and resources for WSTA projects
  5. Assist in identifying grants and other funding opportunities for scholarships, professional development, and program enrichment
Section VII: Election of Officers
  1. The Past-President shall chair the nominating committee, whose duty it is to select a slate of candidates for each elected office.  All persons elected to serve on the Board of Directors shall be those who receive the largest number of legal votes.
  2. The President-elect shall be elected by a majority of the legal votes cast during the annual elections.
  3. The Secretary, Treasurer, shall be elected as follows:
    1. The Treasurer, shall be elected in even-numbered years.
    2. The Secretary, East Representative, and West Representative shall be elected in odd-numbered years.
    3. Association members will elect board officers before and swear in at the NAEOP annual conference.
Section VIII: Vacancies The President shall appoint a member in good standing to fill any vacancy that may occur.  The appointment will be effective until the next regularly scheduled election for the office. [/toggle] [toggle title=”Article VI – Committees/Chairs”] Section I: Committees Committees, either select or standing, shall be created by the President for the purpose of carrying out specific activities on behalf of the Association.  Committee chairs, except for those specified by this constitution, shall be appointed by the President.  Committee appointments shall be made from among members in good standing. Section II: Reports Each committee shall make an agenda written and/or oral report of its activities as requested by the Association President. [/toggle] [toggle title=”Article VII – Meetings and Voting”] Section I: Meeting An annual Association meeting shall be held each year.  The Board of Directors will give due notice to the membership on the date/time of the annual meeting. Other meetings as needed may be called by the President with the approval of the Board of Directors.  Meetings will be conducted using Roberts’ Rules of Order. Section II: Voting All members may cast a vote. Voting will be conducted either online or at the annual meeting for association officers.  All actions, including election of officers, which receive a majority of the votes cast, shall be considered official. [/toggle] [toggle title=”Article VIII – Amendments”] Section I: Amendments
  1. A proposed amendment shall be submitted in writing to the Board of Directors at an official Board meeting, and if approved, the Board shall present it to the membership for consideration at an official business meeting.
  1. A proposed amendment shall be presented to the membership for a vote of approval or disapproval at the next official business meeting.
  1. Amendments shall become official upon receiving a majority of the legal votes cast and shall become effective immediately.
[/toggle] [toggle title=”Article IX – Books and Records”] Section I: Books and Records The Association shall maintain correct and complete books and records of financial accounts and minutes of proceedings of official meetings.  The President shall be responsible for ensuring that the official books are forwarded to new officers.  All records shall be open to inspection by members in good standing. Section II: Annual Reports The President shall be responsible for the preparation and delivery of an annual report to the membership of the Association that includes progress on goals and financial standing. [/toggle] [toggle title=”Article X – Limitation of Liability”] The officers of the Association and representatives of member associations do not undertake the personal liability for debts, obligations, and liability of the Association, duly made under color of the authority of the Association by the corporation, except where an officer of the Association or representative of a member association has operated for personal benefit under color of the corporation. [/toggle][toggle title=”Article XI – Implementation”] The Constitution and By-Laws shall be implemented upon ratification by a majority of the members in good standing.
[/toggle] [toggle title=”Article XII – Date of Incorporation”] The Board approved the By-Laws of the Washington TRIO Association on 5/1/2009. [/toggle] [toggle title=”Article XIII – Dissolution of Assets”] Upon dissolution or final liquidation, the association shall pay all debts, obligations, and liabilities within the meaning of section 501c3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to: 1.     A nonprofit organization or organizations created to secede the association as long as such organization qualifies as exempt from federal income taxation. 2.     A nonprofit organization or organizations having similar mission as the association as such organization qualifies as exempt from federal income taxation. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. [/toggle] [toggle title=”Article XIV – Conflict of Interest”] A conflict of interest transaction is any transaction in which a member of the Board of Directors has a direct or indirect interest.  A conflict of interest transaction may be authorized, approved, or ratified if it is fair to the association and it receives the affirmative vote of a majority of the Directors on the Board who have no direct or indirect interest in the transaction. The conflict of interest transaction shall not be authorized, approved, or ratified by a single Director.  Before any vote to authorize, approve, or ratify a conflict of interest transaction can be taken, the material facts of the transaction and the Director’s interest must be disclosed and made known to the Board of Directors. [/toggle] [toggles]
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