By-Laws

ARTICLE I
Name
The name of this Association shall be WASHINGTON ASSOCIATION OF SHERIFFS AND POLICE CHIEFS.

ARTICLE II
Principal Office
The principal office of the Association shall be located in the County of Thurston, State of Washington. The Association may have such other offices as may from time to time be designated by members of the Executive Board.

ARTICLE III
Purposes and Powers
The purposes and powers of this Association shall be:

1. To consider and deal by all lawful means with common problems involved in the delivery of executive and management services to public law enforcement agencies and to secure cooperative action in advancing common purposes of the members of the Association.
2. To do anything necessary and proper for the accomplishment of such purposes.
3. This Association is organized and operated exclusively for the above-stated purposes and for the other nonprofit purposes and no part of any net earnings shall inure to the benefit of any individual member.

ARTICLE IV
Membership

1. Classes
1. Active Members. Active members of this Association shall be persons who are the heads of city, county, state, tribal, and federal law enforcement agencies regularly and currently engaged in the enforcement of the general criminal laws of the United States, the State of Washington and its potential subdivisions; and the commanding officer of the Armed Forces Police having jurisdiction in the State of Washington. Active Member applicants must be endorsed by a current Active or Life member of the Association. Page 2 of 12
2. Life Members. An individual who has rendered outstanding service to this organization as an Active Member and who has distinguished themselves by deed or act on behalf of the objectives or principals of this organization on behalf of the membership thereof, shall be eligible for life membership and may be proposed for such membership to the Executive Board by an active Member in good standing. Such proposal shall be submitted in writing and shall contain therein a description of the act or acts of such proposed Life Member. Life members shall have the same powers as Active Members. A Life Member shall not have the power to serve as chair of a committee or to hold an elective office or any other board position: PROVIDED, that any restrictive provision regarding either chairperson or office/position-holding by Life Members in this or any other Article of these By-laws to the contrary notwithstanding, the Executive Board, by a two-thirds vote of this membership, may authorize in a particular case an exemption to either or both of these restrictions when there is good cause to believe that it is in the best interests of the Association to do so; PROVIDED FURTHER, that such exception shall be revocable by majority vote of either the Executive Board or the Association membership.
   
   Life Members who subsequent to being named life members are eligible for Active Membership shall have their Life Membership held in abeyance during the term they are eligible for Active Membership. Life Membership shall be fully reinstated upon termination of eligibility for Active Membership status.
3. Associate Members. Associate membership shall be active or honorably retired law enforcement personnel serving under and/or recommended by an active member of the association. Applicants who are currently employed law enforcement personnel must be sponsored by the CEO of their employing agency who must be an Active Member of the Association. Law Enforcement personnel who are honorably retired must be sponsored by any Active or Life Member.
   
   An Associate Member shall have the same powers as an Active Member except that he or she shall not have the power to vote or hold an elective office or board position.
4. Affiliate Members Individuals who are employed or engaged in activities, whether public or private, related to law enforcement, where their membership will benefit this Association and enhance the goals and objectives of law enforcement in the State of Washington, when they are endorsed by an active member or life member of the Association.
2. Voting Rights: Active and Life Members shall be entitled to vote in the affairs of the Association. Proxy voting on matters for action by the entire membership is not permitted unless specifically provided elsewhere in the By-laws and Constitution in regard to a particular matter.
3. Qualification of Members: Any person having met the prerequisite for Active, or Life Membership imposed in subsections (a) (1), (a) (2), or (a) (3) herein may, upon making application in writing to the Executive Director, be eligible for election to membership in this Association.
4. Election of Members:Board. The application shall be filed with the Executive Director of the Association and shall be accompanied by such fees as the Executive Board may have prescribed. All applications shall be reviewed and acted upon promptly by action of the Executive Board.
5. Issuance of Certificates of Membership: When a member has been elected to membership and has paid all dues prerequisite thereto, a certificate of membership may be issued in his or her name and delivered by the Executive Director. Such certificate shall be signed by the President or a Vice President and by the Executive Director. The name and address of each member and the date of issuance of a certificate shall be entered on the records on the Association. If any certificate should become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Executive Director may determine.
6. Payment of Dues: Dues determined by the Executive Board shall be payable in advance. Newly elected members may exercise membership powers only after payment of first annual dues.
7. Default in Dues Payment: When any member of any class, except Life Membership, shall be in default in the payment of dues for a period of nine (9) months from the date of billing, his or her membership shall be terminated automatically.
8. Disciplinary Proceedings: If, in a written and signed communication to the Executive Board, a member of the Association is charged with conduct detrimental to the objectives or interests of the Association or conduct in violation of the Association’s constitution, by-laws, code of ethics, rules and regulations, the Executive Board shall consider the matter, and if it shall decide to take further action, the presiding officer shall send a copy of the charges to the accused member, who shall be given twenty (20) days from the date of the receipt to reply, whereupon the Executive Board may take such further action as it may deem proper; provided, that suspension or expulsion of a member may be effected only under section H of this Article.
9. Suspension or Expulsion of Members: If eight (8) voting members of the Executive Board, after a disciplinary hearing which affords the member due process of law, determine that some or all of the charges are true, the Board may suspend or expel an offending member or take lesser disciplinary action, including but not limited to reprimanding the offending member or imposing conditions on his or her continuing membership, or the Board may take no disciplinary action against the offending member.
10. Other Termination of Membership: Membership shall be terminated automatically for active members who die, resign from the Association, default in dues payment, or cease to be regular and current law enforcement agency heads as provided in Article IV, Section (a). Membership shall be terminated automatically for associate members who die, resign from the Association, default in dues payment, or who cease employment or engagement in law enforcement related activities. Life membership shall terminate automatically upon resignation from the Association or upon death of the Life member.
11. Resignation: Any member may resign from the Association by filing a resignation with the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other fees theretofore accrued and unpaid.
12. Reinstatement:Upon written request, signed by a former member and filed with the Executive Director, the Executive Board may vote to reinstate such former member to membership upon such terms as the Board may deem appropriate.
13. Transfer of Membership: Membership in this Association is not transferable or assignable generally. The Executive Board may, however, in its discretion, waive this limitation in cases where financial hardship to a small law enforcement agency or its executive can be shown.

ARTICLE V
Meetings

1. Semi-Annual and Special Meetings:
   1. First Annual Meeting - Spring Meeting: There shall be an annual meeting of the Association during the month of May or June which shall be known hereinafter as the Spring Meeting and which shall be held at a site to be selected by the members of the Association at the second proceeding meeting, or in the event the site is not selected at that time, at a site to be selected by the Executive Board. The Executive Board shall designate the date on which the meeting shall be held. The Spring Meeting shall be for the purpose of electing members of the Association to Executive Board positions and for transactions of such other business as may come before the membership.
   2. Second Annual Meeting - Fall Meeting: There shall be a second meeting of the Association which shall be known hereinafter as the Fall Meeting and which shall be held during the month of November or December for transaction of general business of the Association at a site to be selected in the same manner as the annual Spring Meeting.
   3. Special Meetings: Special meetings may be called by the Executive Board for such times and places as may be determined to be necessary.
2. Notice of Meetings:
   1. Semi-Annual Meetings: The Executive Director shall give notice of the time and place of each semiannual meeting not less than thirty (30) days prior to the date of such meetings.
   2. Special Meetings: The Executive Director shall an email notice of all special meetings duly called to all Active Members whose names appear on the rolls of the Association not less than ten (10) days prior to the date of such meetings.
3. Quorum: The members attending a semi-annual business meeting shall constitute a quorum provided that the agenda is published prior to the business meetings and that members have the chance to place items on the agenda.
4. Parliamentary Procedure: On question of parliamentary procedure not covered in this Constitution, Roberts Rules of Order shall prevail.

ARTICLE VI
Officers

1. Officers:The officers of the Association shall be a President, President Elect, Vice President and Treasurer.
2. Period of Service:The President, President Elect, and the Vice-President shall serve a term of one (1) year, and the Treasurer shall serve a term of three (3) years; or until successor officers are duly elected or appointed. Incumbent officers are eligible for election to any elective office or position.
   
   The permanent policy of the Association is to elect a sheriff and a chief of police in alternating years to the office of President Elect; PROVIDED that this policy may be suspended prior to any annual election by a twothirds vote of the Executive Board.
3. Vacancies A vacancy shall occur in an elective office whenever the holder thereof dies, resigns his office, resigns from the Association, is terminated for cause or otherwise ceases to be an Active Member of the Association, or succeeds to another office in the Association. If such vacancy occurs there shall be an automatic succession from the office of President Elect to that of President and from the office of Vice President to that of President Elect, respectively.
   
   The President Elect shall automatically succeed to the position of President at the expiration of the incumbent President’s term of office at the annual spring conference; PROVIDED, that if the President Elect should succeed to the office of President as a result of vacancy, the President Elect shall fulfill the unexpired term and thereafter continue in office as President to fulfill a regular one (1) year term in accordance with the succession policy. If the Vice-President should succeed to the office of President Elect as a result of a vacancy, the Vice- President shall fulfill the unexpired term of President Elect. Vacancies in the office of Vice-President and Treasurer shall be fulfilled by a majority vote of the Executive Board for the period of the unexpired term; PROVIDED, that this policy may be suspended by a two-thirds majority of the Executive Board, in which case vacancy will be fulfilled by the Executive Board.
4. President:It shall be the duty of the President to preside at all meetings of the Association and of the Executive Board, to appoint the members of all committees and to perform the general management and executive duties usually performed by the president of an organization.
5. President Elect: It shall be the duty of the President Elect to perform all the duties of the President during the latter’s absence or inability to act.
6. Vice President:It shall be the duty of the Vice President to perform all the duties of the President during the concurrent absence of the President and the President Elect or their concurrent inability to act.
7. Treasurer:The Treasurer shall act as the oversight officer for the receipt and collection of all monies from dues and other sources paid to the Association. He or she and shall oversee the payment of all orders drawn upon the Association by vote of the membership or by the Executive Board, by reviewing the check register and expenditures sheets each month and certifying that they are correct as submitted by the Executive Director. The Treasurer will act as the alternate signatory when the Executive Director, or Assistant Director, is not available.
   
   At each Association meeting, or when requested by the Executive Board, the Treasurer shall render a full report of all monies received and disbursed by the Association. The Executive Director shall assure that an annual financial statement is made for the fiscal year to accommodate an audit of the Association’s books by the Office of the State Auditor. The annual financial statement shall be presented to the Executive Board by the Treasurer no later than the Spring conference. The Treasurer shall promptly deliver all monies, books, records, and other property of the Association to his or her successor in office or to whomever the Association or Executive Board may appoint to receive the same.
   
   The treasurer shall be the chair of the Financial Services Committee. This committee shall meet, as necessary, to review requests for expenditures, the Association budget, and other finance-related matters, as directed by the Executive Board.

ARTICLE VII
Executive Board

1. Membership:The fourteen (14) member Executive Board shall consist of the following: (1) the four officers of the Association; (2) three Sheriffs elected from and by the membership at-large; (3) three police Chiefs elected from and by the membership-at-large; (4) the Chief of the Washington State Patrol, ex officio; (5) the Special Agent-in-Charge of the Seattle office of the Federal Bureau of Investigation, ex officio; (6) An Active member of the Association that is not a municipal police chief or sheriff, elected from and by the membership at-large to a three (3) year term; and (7) the immediate Past President of the Association.
2. At-Large Members: At the expiration of the last of the initial periods involving staggered terms of the original six (6) at-large members of the Association, their successors shall be elected to terms of three (3) years each so that each year one sheriff and one police chief shall be elected to an at-large position at the annual Spring Meeting. A vacancy of an at-large position on the Executive Board shall occur when any such at-large member dies, resigns his or her position, resigns from the Association, defaults in dues, is terminated for cause, or otherwise ceases to be an Active Member of this Association. Upon the occurrence of any vacancy of an atlarge position, the President shall appoint a successor from the Active membership of the division for which such vacancy exists, subject to the approval by the Executive Board.
3. Immediate Past President If, for the year immediately following his term in the presidency, he or she is not re-elected as President or elected to another elective office or at-large Executive Board position, the Immediate Past President shall serve one (1) year on the Executive Board and shall have the same powers and responsibilities as the at-large members of the Board. If the outgoing President is elected to another office or an at-large position at the annual Spring Meeting, or chooses not to serve his position, then another Past President, who is also an Active Member, shall be elected by the membership to serve in his or her position. A vacancy in the office of Immediate Past President shall occur whenever such person dies, resigns his position, resigns from the Association, defaults in dues payment, is terminated for cause, or otherwise ceases to be an Active Member of this Association. A vacancy is such position shall be filled, subject to approval by the Executive Board, by the President from the list of Past Presidents who are Active Members and are neither officers nor members of the Board at the time of filling of the vacancy. If it is not possible to fill such position with a Past President who is also an Active Member, then the position shall be filled by presidential appointment from the general active membership subject to approval by the Executive Board.
4. Powers of Executive Board: The Executive Board shall have supervision, control, and direction of the affairs of the Association, shall execute the Association’s objectives, and shall have discretion in the disbursement of funds. It may adopt such rules for the conduct of it’s business as shall be deemed advisable, and may, in the execution of powers granted, appoint subcommittees or agents to work on specific problems or reports. The Executive Board shall have a regular meeting at the time and place of the annual Spring and annual Fall Meetings, and shall report to the membership on its activities. It shall meet on the call of the President or five members of the Board. It shall also meet on demand of a majority of the voting members of the Association. The Executive Board shall be empowered to employ an Executive Director who shall serve at its pleasure and who shall be directed by the Board. The Executive Board shall have no power to alter or amend the Constitution and By-Laws of the Association. Reasonable and necessary expenses of Board members incurred in relation to Board business may be borne by the Association. A majority of its members shall constitute a quorum for the transaction of Executive Board business.

ARTICLE VIII
Terms of Elective Positions

The terms of office of the President, President Elect, Vice President, and Immediate Past President shall end at the formal adjournment of the next succeeding Spring business meeting of the general membership; the terms of the atlarge members of the Executive Board shall end at the formal adjournment of the third succeeding Spring business meeting of the general membership; and the term of the Treasurer shall end at the close of the next succeeding fiscal year (i.e., midnight of June 30); the terms of their successors shall then begin.

ARTICLE IX
Resignation, Suspension and Removal of Officers and Board Members
Any officer or member of the Executive Board may resign from his or her position at any time by delivering a resignation in writing to the president, or in the case of resignation of the president, to the president-elect, and such resignation shall be effective upon acceptance by the president or president-elect.

Any officer or Board member may at any time be suspended from his or her position by a vote of a majority of the Executive Board with or without cause assigned, for a period of thirty (30) days or lesser period determined by the Board. The officer or Board member will be automatically reinstated to his or her position at the end of the suspension period unless removal proceedings have been instituted under subsection (C) of this Article or disciplinary proceedings have been instituted under Article IV, in which circumstances(s) the suspension shall remain in effect until the Board’s action thereon is completed.

If, in a written and signed communication to the Executive Board, an officer or Board member is charged with neglect or abuse of his or her position or conduct detrimental to the objects or interests of the Association, or conduct in violation of the Association’s constitution, by-laws, code of ethics, or rules and regulations, the Executive Board shall consider the matter. If the Board shall decide to take further action, the presiding officer shall send a copy of the charges to the accused officer or Board member who shall be given twenty (20) days from the date of receipt to reply and/or request a hearing. If eight (8) voting members of the Executive Board, after a removal proceeding which affords the officer or Board member due process of law, determine that some or all of the charges are true, the Board may remove the officer or Board member from his or her position, or the Board may lift any pending suspension and reinstate the officer or Board member.

ARTICLE X
Committees

1. Standing Committees: In addition to the Executive Board, this Association shall have standing committees as established by the Executive Board.
2. Other Committees: The President shall appoint ad hoc committees for specific tasks as the need may arise..

ARTICLE XI
Bonding

Persons entrusted with the handling of Association funds may be required, at the discretion of the Executive Board, to furnish, at the Association expense, a suitable fidelity bond.

ARTICLE XII
Amending the Constitution and By-laws

The Constitution and By-laws may be amended by the vote of two-thirds of the voting members attending the business portion of any Spring or Fall meeting of the Association, provided that notice has been given to the members of the Association not later than thirty (30) days prior to the commencement of such meetings.

ARTICLE XIV
Fiscal Year

The fiscal year for the Washington Association of Sheriffs and Police Chiefs shall be January 1 through December 31.

ARTICLE XV
Conflict of Interest

No contract or other transaction between the Corporation and one or more of its Trustees, Officers, or Employees, or between the Corporation and any other corporation, firm, Association, or other entity in which one or more of its Trustees, Officers, or Employees are directors or officers, or have a substantial personal, professional, political, or financial interest, shall be approved by a vote of the Board or any Committee thereof is such Trustee(s), Officer(s), or Employee(s) (hereinafter "interested party or parties") are present at the meeting of the Board or of a Committee thereof which authorizes such contract of transaction, nor shall his or her votes be counted for such purpose, unless:

1. The material facts as to such interested person’s interest in such contract or transaction and as to any such common directorship, officership, or personal, professional, political, or financial interest are disclosed in good faith or are known to the Board or Committee, and the Board and Committee authorizes such contract or transaction by unanimous written consent, provided at least one Trustee so consenting is disinterested, or by a majority vote without counting the vote or votes of such interested person or persons even if the disinterested Trustees are less than a quorum; or
2. The material facts as to such party’s or parties’ interest in such contract or transaction and as to any such common directorship, officership, or personal, professional, political, or financial interest are disclosed in good faith or are known to the members entitled to vote thereon if any, and such contract or transaction is authorized by a majority vote of such members.

HISTORY
Constitution and By-laws

The Constitution and By-Laws of the Washington Association of Sheriffs and Police Chiefs was first
adopted in 1963 and amended in 1967, 1968, and 1972.

Complete revision was made on June 19, 1980.

Article VI was amended November 20, 1986. Article IV, new Section G and H was added November
19, 1987. New Article X was added November 19, 1987. New Article XIV was adopted April 28, 1988.
New Article XV was adopted May 20, 1993.

Standard 21.1 of the WASPC Standards Project was adopted November 20, 1986 as the
Standard of Ethical Conduct for WASPC membership.

New Articles XVI, XVII, XVIII, and XIX were adopted November 16, 1995.
New Article XXII was adopted May 22, 1997.
New Article XXIII was adopted May 20, 1999.
New Article XXIV was adopted November 16, 2000.
New Articles XXV and XXVI were adopted November 15, 2001.

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