BYLAWS OF THE WASHINGTON STATE GEOCACHING ASSOCIATION

Article I: NAME

The name of the organization is the Washington State Geocaching Association, hereafter referred to as the WSGA.

Article II: PURPOSES

The purposes of the WSGA are to:

• Promote geocaching as an exciting, family-oriented activity that increases awareness of parks and trail systems.
• Provide opportunities for the geocaching community to enjoy geocaching in the area and to meet and socialize with like-minded geocachers.
• Increase awareness of geocaching issues in the area through interaction with other outdoor activity groups, geocaching clubs, and the public.
• Educate geocachers on low impact geocaching and promote stewardship of our natural resources.
• Educate other outdoor enthusiasts on geocaching.
• Represent geocaching interests in public forums and to recreation land managers.
• Actively promote the “Cache In Trash Out” program to help in the maintenance of parks and trail systems.

Article III: MEMBERSHIP

The WSGA shall have two categories of membership: Full Member and Associate Member. Any individual who subscribes to the purposes of the WSGA as described in Article II may join the WSGA. Membership expiration date is December 31st of each year. Full Membership is reserved for residents of the State of Washington. Associate Membership is reserved for those residing outside of the State. (All persons who are full members at the time of adoption of this amendment shall remain full members so long as they maintain their membership in the WSGA). An individual may not hold more than one membership.

Article IV: DUES

Dues shall be established as deemed appropriate for the various categories by the Board of Directors. Individual dues may be established in multiple categories at various fees. Full and Associate Memberships shall be for the period of one (1) year and shall expire on the date specified in Article III. Memberships begun after the start of the dues period shall be prorated at a schedule to be determined by the board. Dues are payable immediately upon joining and thereafter on the next nearest expiration date.

Article V: VOTING

Full Members shall have a vote in association business with no more than one (1) vote per membership. Notification of the election of Board Members shall be given to the General Membership by Electronic-mail at least fourteen (14) days in advance. It shall be each member’s responsibility to assure that the WSGA Secretary has a current e-mail address to which election notifications can be sent. Absentee voting shall be allowed for elections. Proxy voting shall not be allowed for elections. Proxies may be submitted by Board and Members-at-Large for voting on Association business. Association business shall ordinarily be conducted at the Business Meetings. At the President's discretion, Board business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Board members of the vote.

Article VI: THE BOARD OF DIRECTORS

The management and administration of the affairs of the WSGA shall be governed by a Board of Directors consisting of the four officers comprising the Executive Committee and a chapter representative from each Active Chapter. Selection of Board Members:

The Nominating Committee of the WSGA shall be responsible for reviewing and screening potential candidates being considered for service on the Board of Directors as set forth in Article X. Vacancies on the Board shall be announced in email and on the web site prior to an election to fill the vacancy. Nominations to fill the vacancy will come from the Board or from the general membership. This election will take place on the website, within a month following the announcements. Individuals elected to fill vacancies will serve the remainder of the standard term of office.

Term of Office:

A Board Member’s term in office shall be one year and serve until duly replaced. Board Members may be re-elected on an annual basis.

  Board Member Activity:

Board Members are required to attend 75% of Board Meetings, excluding excused absences. Board Members shall be encouraged to serve on at least one committee.

Duties:

The Board of Directors shall oversee the affairs and business of the WSGA. The Board will make policies and set guidelines to govern the affairs of the WSGA. The duties of the Board will include planning all organizational functions, adopting and implementing policies consistent with the purposes of the WSGA, and establishing budget and staffing levels necessary to fulfill the policies and implement the decisions of the Board.

Statement of Conflict of Interest:

All WSGA Board Members shall avoid any conflict between their individual, professional or business interests and the interests of the WSGA. On any deemed conflict of interest by a Board Member, notice shall be given to the President and that Board Member shall then refrain from discussing or voting on any related issue.

Article VII: COMMITTEES

Standing committees of the WSGA are:

• Executive

  The Executive Committee will consist of the following:

  • President
  • Vice-President
  • Treasurer
  • Secretary
• Advocacy
• Education & Outreach

The President with Board approval may appoint members to the committees as well as designate the committee chairman. The President with board approval may establish special committees as required. Committee membership shall be reviewed by the board on an annual basis. Committees shall submit a budget to the treasurer by the first Business Meeting of the year for expenses expected to be incurred during the upcoming year.

Article VIII: OFFICERS

The WSGA shall have a President, a Vice-President, a Treasurer and a Secretary.

  The duties of the officers are as follows:

The President shall:

• Preside over all Association meetings and Board of Director meetings.
• Cast the deciding vote in the event of a tie during voting at Business Meetings.
• Sign contracts and agreements on behalf of the WSGA.
• Appoint members as necessary to perform the tasks agreed upon by the Board.

The Vice-President shall:

• Perform the duties of the President in the absence of the President.
• Make arrangements for scheduling meeting dates and locations.
• Supervise the Nominating Committee.
• Tabulate ballots for all WSGA elections.

The Treasurer shall:

• Be responsible for all income and expenses.
• Keep accurate financial records.
• Make timely deposits of all monies received.
• Bill all those who owe money to the WSGA.
• Pay duly authorized expenses.
• Make available financial records to the WSGA for inspection and audit.
• Recommend a budget to the Board.
• Recommend appropriate changes in the dues structure.
• Make an annual report to the members at the first/last Business Meeting each year.
• Recommend a budget to the Board at the second Business Meeting each year.
• Maintain a ledger describing WSGA property.
• Send out membership renewal notices in a timely manner.

The Secretary shall:

• Record minutes of all Business Meetings, General Membership Meetings, and Executive Committee Meetings.
• Maintain a file of legal documents and licenses of the WSGA, past minutes, newsletter archives and other official documents.
• Record and receive all copies of contracts and agreements consummated by the WSGA.
• Provide written notice of the date, time and location of meetings to the membership at least two weeks prior to the meetings, including, as needed, notice of proposed bylaw changes and elections to fill vacancies on the Board.
• Maintain a list of members, officers, Members-at-Large, and committee members.
• Conduct and respond to correspondence as required.
• Provide for the publication of the monthly newsletter of the WSGA.
• Act as registered agent for the WSGA.

Article IX: CHAPTERS & MEETINGS

A Chapter shall be defined as a group of WSGA members that meet on a regular basis (at least quarterly). An active chapter shall have a minimum of 10 Full Members in good standing. The group must apply to the board of directors for recognition as an active chapter. The Board of Directors will consider the chapters application to determine if it fits within the purposes and goals of the WSGA.

Chapter Meetings will be held as often as designated by the Chapter, usually monthly. The purpose of the Chapter Meetings shall be to discuss current initiatives, solicit involvement and provide a forum for the exchange of information among members. Agenda items may include slide shows or video tapes of geocaching areas and activities, or educational presentations.

Board of Directors Meetings will be held quarterly at a minimum (four times per year), or more often if required. At these meetings all of the regular business of the WSGA will be conducted. All meetings will be conducted in accordance with Robert's Rules of Order, latest edition. Board business may also be conducted by telephone or other electronic means as specified in Article V.

Article X: ELECTIONS

Elections shall take place via a ballot posted on the official WSGA website from December 1st through December 15th.

A Nominating Committee of three willing members shall be established by random draw by the Board Vice-President from among the members of the Board, at least one month prior to each election providing sufficient time for the list of nominees to be emailed to the General Membership and published on the web site at least two weeks prior to the election. The Nominating Committee shall present a slate of willing candidates to the Secretary for publication on the web site prior to the meeting at which the elections will take place. Additional candidates may be nominated at the Business Meeting just prior to the elections. All Full members in good standing (not in arrears for dues) will have an equal vote for the purpose of electing theExecutive Committee. Election to a position will be by simple majority of those voting on the website. If the first ballot fails to produce a majority for one candidate, a runoff of the two with the most votes will be conducted. Only the members in good standing of each chapter shall be entitled to vote for the Chapter Representative for their chapter. Each member will be asked to declare which chapter they wish to be a member of for the purposes of the election. Those not declaring a chapter may only vote for Executive Board Candidates.

Article XI: BYLAWS

The Board of the WSGA will be solely responsible for the bylaws of the WSGA. The Board may adopt, amend, or repeal the bylaws only at any Business Meeting after a minimum of 72 hours of advanced written notice providing the specific contents of the proposed action given to each Board member. The Board may then approve any proposed bylaw change with a two-thirds vote of approval.

Article XII: DISCIPLINARY ACTION

As determined by the Board, any member or chapter whose actions are deemed to run counter to the best interests of the WSGA shall be subject to disciplinary action. Any action taken shall be with a two-thirds vote of the Board. Disciplinary actions that may be taken include removal from the Board or the membership.

  Should the Board feel that disciplinary action is necessary, the Board will schedule a vote and contact the member to be disciplined to ensure that the member can have an opportunity to speak in his or her defense if he or she so chooses. There is no appeal process.

Article XIII: QUORUM

A simple majority in all cases will constitute a quorum.

Article XIV: NON-DISCRIMINATION CLAUSE

The WSGA shall not discriminate against people on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, or any legally protected characteristic.

Article XV: TERMINATION

Dissolution of the WSGA may occur by a two-thirds vote of the Board of Directors. In the event of dissolution, all remaining assets, if any, shall be transferred to the nearest geocaching-related organization approved by the Board.