AMENDED AND RESTATED BYLAWS
WASHINGTON TOURISM ALLIANCE
A Washington Non-Profit Corporation
NATURE; SCOPE; PURPOSE
1.1 Name. The name of this organization shall be the Washington Tourism Alliance (the “Corporation”).
1.2 Principal Office. The principal office and place of business of the Corporation shall be in Seattle, Washington, or at such other location in the State of Washington as may from time to time be determined by the Board of Directors of the Corporation (the “Board”).
1.3 Purpose. The Corporation is organized solely to advocate, promote, develop and sustain destination tourism marketing for Washington State. As such, the Corporation shall take such actions and do such things necessary, conducive, incidental, or advisable to accomplish any of the purposes for which the Corporation is formed, including, but not limited to, exercising any powers now or hereafter conferred upon or allowed by the Washington Nonprofit Corporation Act; provided that the Corporation shall not carry on a business, trade, avocation, or profession for profit.
1.4 Use of Dues. All membership dues and contributions shall be used to (1) finance and support the goals and objectives of the Corporation as set forth in Article 1.3 above; and (2) to generally provide support, service, and funds with which to pay the expenses incurred by the Corporation to further the purposes of the Corporation.
1.5 Income. No part of the income or earnings of the Corporation shall inure to the benefit of any private member, individual, or firm, and in the event of liquidation or dissolution thereof, the entire net balance of the Corporation’s assets, which shall consist solely of membership dues and assessments, if any, shall be distributed exclusively to the Members.
2.1 Membership. Membership in the Corporation (the “Members”) shall be open to any organization or individual engaged in tourism services, activities or programs within Washington State. Qualifications for membership may be revised or additional qualifications for membership may be adopted by the Board from time to time.
2.2 Classes of Members. The initial classes of Members shall consist of the following: Founding Partner, Associate Founding Partner, Company and Individual. Classes of Members may be added or removed and the attributes, rights and benefits of each membership class may be established by resolution of the Board from time to time.
2.3 Dues. Membership dues shall be set at such rates, schedules, or formulas, as may from time to time be proscribed by the Board. Dues for each Member shall be due on the anniversary date of the Member’s membership. Dues shall become delinquent forty-five (45) days after invoicing of same.
2.4 No Voting Rights. Unless otherwise required by applicable law, no Member shall have the right to vote on any matter of the Corporation.
2.5 Termination. Members may resign by providing written notice to the Corporation’s secretary (the “Secretary”), and such recognition shall be effective upon receipt. Alternatively, Members may be expelled by the Board, in its discretion, for (i) nonpayment of dues or assessments within such reasonable time as may be fixed by the Board or (ii) unprofessional conduct that, in the reasonable opinion of the Board, exposes the Board or Corporation to an imminent threat of serious possible loss of good will or reputation within the tourism industry, or criminal or civil liability. No termination by the Board shall be effective until the affected Member has had a reasonable opportunity to be heard before the Board.
2.6 Effect of Termination. The expulsion of a Member shall automatically terminate such Member’s membership in the Corporation. Upon termination of a membership all interests of such Member in and to the property of the Corporation shall terminate and such member shall thereafter have no right thereto or to any party thereof.
2.7 Meetings. Any meeting of the Members shall be called by the Corporation’s president/chairperson (the “President/Chair”). Notice of the meeting stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting either personally, by electronic transmission (in accordance with Section 5.1.2(c)), by facsimile or by first class mail.
Board of Directors
3.1 Number and Qualification. The Board shall consist of no fewer than eighteen (18) or more than twenty six (26) members (each, a “Director”). The Board may, from time to time, amend by resolution the size of the Board, provided that no decrease in the number of Directors shall have the effect of shortening the term of any incumbent. Each Director shall be a representative of an active Member in good standing with the Corporation.
3.2 Composition. The Board shall be composed of Directors representative of certain specified geographic regions within Washington State or tourism industry segments. The Board may, from time to time, amend by resolution the composition of the Board, provided that no such change in the composition of the Board shall (i) have the effect of shortening the term of any incumbent or (ii) result in any one tourism industry segment filing more than a majority of the Director positions.
3.2.1 Regional Representatives. At least seven (7) Directors shall have their primary business operations located within the following geographic regions (one Director for each region). One additional at-large Director may be elected to represent any under-represented region identified by the Board from time to time.
(i) Northwest: San Juan, Island, Whatcom and Skagit Counties
(ii) Olympic Peninsula: Clallam, Jefferson, Grays Harbor and Mason Counties
(iii) Southwest: Pacific, Lewis, Wahkiakum, Cowlitz, Clark and Skamania Counties
(iv) Puget Sound: Snohomish, King, Pierce, Kitsap and Thurston Counties
(v) Northeast: Okanogan, Ferry, Stevens, Pend Oreille, Lincoln and Spokane Counties
(vi) Southeast: Adams, Whitman, Garfield, Asotin, Columbia and Walla Walla Counties
(vii) Central: Douglas, Chelan, Kittitas, Yakima, Klickitat, Grant, Franklin and Benton Counties
(viii) At-Large (1)
3.2.2 Industry Representatives. At least eleven (11) Directors shall be representative of the following tourism industry segments (one Director for each segment). Up to two (2) additional at-large Directors may be elected to represent tourism segments not listed and identified by the Board from time to time.
(i) Arts / Culture
(iii) Destination Marketing Organizations (DMO)
(iv) Economic Development Organizations
(xii) At-Large (2)
3.3.1 Initial Board. The initial Board shall consist of the initial Directors as set forth in the Corporation’s Articles of Incorporation and shall elect the first full Board.
3.3.2 Nomination of Subsequent Board Member. The Nominating Committee, as referred to in Section 6.6.2, shall submit nominees for the Board in a number at least equal to the number of vacancies to be filled. In identifying and selecting nominees, the Nominating Committee shall actively solicit nominations from the Members.
3.3.3 Election. Directors may be elected at any time by a majority of the Directors.
3.3.4 Term. The term of the Directors shall be for three (3) years or until their successors are elected or appointed and qualified; provided, however, that the members of the first full Board shall be elected for staggered terms of one (1), two (2) and three (3) years. The Board shall determine whether there will be a limit to the number of terms that a Directors may serve.
3.4 Resignation. Any Director may resign from the Board at any time by delivering written notice to the Board, the President/Chair or the Secretary of the Corporation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date or any other condition to the effectiveness of such resignation.
3.5 Removal. Any Director may be removed from office by a two‑thirds (2/3) vote of the Board at any regular or special meeting of the Board. Notice of the proposed removal of a Director must be given to such Director prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Director must state the cause for the removal.
3.6 Vacancy. Any vacancy occurring on the Board by reason of (i) an increase in the number of Directors or (ii) the death, resignation or removal of a Director shall, upon receipt of the recommendation of the Nominating Committee, be filled by a majority vote of the remaining Directors. Any Director elected to fill a vacancy shall satisfy composition requirements set forth in Section 3.2 above and be elected for the unexpired term of his/her predecessor in office.
3.7 Business and Affairs. The business and affairs of the Corporation shall be conducted and managed by the Board.
3.8 Advisory Board Members. Upon the recommendation of the Nominating Committee, the Board may, upon a majority vote of the Board present at any meeting, elect individuals nominated by the Nominating Committee to perform such advisory functions as determined by the Board (each, an “Advisory Board Member”). Advisory Board Members need not have any relationship to an existing Member, but must have an interest in furthering the Corporation’s general purposes. Advisory Board Members shall have no voting rights and may not serve as an officer of the Board or chair, co-chair or member of any standing committee. The term of office of each Advisory Board Member shall be one (1) year unless earlier removed pursuant to Section 3.5 of these Bylaws. Advisory Board Members shall not be considered for purposes of calculating the number of Board Members. Except as expressly set forth in this Section, those sections of these Bylaws applicable to resignation, removal, vacancies, duties, meetings, committee membership, indemnification and insurance shall apply equally to Directors and Advisory Board Members. The Corporation and Board acknowledge and agree that, notwithstanding anything to contrary in these Bylaws, Advisory Board Members (i) serve only in an advisory capacity and are not Directors or officers of the Board or Corporation, (ii) shall not be personally liable to any creditor of the Corporation or for the debts, losses or liabilities of the Corporation, the Board or the Members and (iii) shall not have any liability to the Corporation, the Board or the Members for monetary damages, except to the extent such monetary damages result from an Advisory Board Member’s intentional misconduct or knowing violation of the law.
MEETINGS OF THE BOARD
4.1 Quorum. A majority of the Directors shall constitute a quorum and the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. Each Director shall have one (1) vote and all voting of such Directors shall be by each Director in person and voting by proxy shall not be allowed.
4.2 Meetings. Meetings of the Board, regular or special, shall be held at such time, date, and place as determined by the Board. Special meetings of the Board may be called by the President/Chair or by a majority of the Board. Seventy-two (72) hour notice of any such special meetings shall be given to all of the members of the Board by the Secretary.
4.3 Telephonic Meetings. Directors of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other at the same time. Subject to the notice requirements of Article V below, such a meeting shall be considered a duly held meeting of the Board and participation by such means shall constitute presence in person at the meeting.
4.4 Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the Directors. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
4.5 Minutes. Minutes of all regular and special meetings of the Board (except when meeting under Executive Session) will be posted on the Corporation’s website.
5.1 Notice. Notice of a special Board meeting stating the place, day and hour of the meeting shall be provided to each Director in the form of a record or orally, as provided below. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of the meeting.
5.1.1 Number of Days’ Notice. Notice of the meeting shall be given at least forty-eight (48) hours before the meeting.
5.1.2 Type of Notice.
(a) Oral Notice. Oral notice may be communicated in person, by telephone, wire or wireless equipment that does not transmit a facsimile of the notice, or by any electronic means that does not create a record.
(b) Notice Provided in a Tangible Medium. Notice may be provided in a tangible medium and may be transmitted by mail, private carrier, personal delivery, telephone or wire or wireless equipment that transmits a facsimile of the notice.
(c) Notice Provided in an Electronic Transmission. Notice may be provided in an electronic transmission and be electronically transmitted.
(1) Consent to Receive Notice by Electronic Transmission. Notice to Directors in an electronic transmission is effective only with respect to Directors who have consented, in the form of a record, to receive electronically transmitted notices and designated in the consent the address, location or system to which these notices may be electronically transmitted. Notice provided in an electronic transmission includes material required or permitted to accompany the notice by the Washington Nonprofit Corporation Act or other applicable statute or regulation.
(2) Revocation of Consent to Receive Notice by Electronic Transmission. A Director who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the Corporation in the form of a record. The consent of a Director to receive notice by electronic transmission is revoked if the Corporation is unable to electronically transmit two consecutive notices given by the Corporation in accordance with the consent, and this inability becomes known to the Secretary of the Corporation or any other person responsible for giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action.
(3) Posting Notice on an Electronic Network. Notice to Directors who have consented to receipt of electronically transmitted notices may be provided by posting the notice on an electronic network and delivering to the Director a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
5.1.3 Effective Time and Date of Written Notice to Directors.
(a) Notice by Mail. Notice given by mail is effective five days after its deposit in the United States mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed to the director at his or her address shown on the records of the Corporation.
(b) Notice by Registered or Certified Mail. Notice is effective on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(c) Notice by Facsimile Equipment. Notice sent to the Director’s address, telephone number or other number appearing on the records of the Corporation is effective when dispatched by or wire or wireless equipment that transmits a facsimile of the notice.
(d) Notice by Private Carrier. Notice given by private carrier is effective when received by the Director.
(e) Personal Notice. Notice given by personal delivery is effective when received by the Director.
(f) Notice by Electronic Transmission. Notice provided by electronic transmission, if in comprehensible form, is effective when it (i) is electronically transmitted to an address, location or system designated by the recipient for that purpose, or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
5.1.4 Effective Time and Date of Oral Notice to Directors.
(a) Notice in Person or by Telephone. Oral notice is effective when received by the Director.
(b) Notice by Wire or Wireless Equipment. Notice given by wire or wireless equipment that does not transmit a facsimile of the notice or by any electronic means that does not create a record is effective when communicated to the Director.
5.2 Waiver of Notice.
5.2.1 By Delivery of a Record. A Director may waive any notice required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Washington Nonprofit Corporation Act, before or after the date and time stated in the notice. The waiver must be delivered by the director entitled to the notice to the Corporation for inclusion in the minutes or filing with the corporate records. The waiver shall be set forth either in an executed, written record or, if the Corporation has designated an address, location or system to which the waiver may be electronically transmitted and the waiver has been electronically transmitted to the designated address, location or system, in an executed electronically transmitted record. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee designated by the Board need be specified in the waiver of notice of the meeting.
5.2.2 By Attendance. A Director’s attendance at or participation in a Board or committee meeting shall constitute a waiver of notice of the meeting, unless the Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
COMMITTEES OF THE BOARD
6.1 Committees. The Board may designate and appoint one (1) or more committees, each of which shall consist of two (2) or more Directors and shall have and exercise such authority of the Board in the management of the Corporation as may be specified in the resolution designating it and appointing persons to it. Members of any committee created under this Article VI (whether standing or ad hoc) must be Members in good standing with the Corporation.
6.2 Committee Chair. Except as set forth in Section 6.16 and 6.7, the Board shall designate and appoint a chair for each committee.
6.3 Meetings. Except as otherwise prescribed by the Board, meetings of committees may be called by the committee chair or by any two (2) members of the committee. Notice of the time and place of all committee meetings shall be given by the chair or co-chair of the committee, or by the person calling the meeting, in the manner prescribed in Article V of these Bylaws. Unless otherwise prescribed, each member of each committee shall have one vote. Each committee shall: (a) keep regular minutes of the transactions of its meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation, and (b) provide periodic written reports of its activities to the Board.
6.4 Quorum and Action. One-half of the authorized number of members of a committee shall constitute a quorum for the transaction of the business of such committee and the act of a majority of such quorum shall be the act of the committee.
6.5 Term and Removal. Each committee member shall be annually elected by the Board and shall serve until his or her successor is duly elected and qualified or until such member resigns. Any committee member may be removed by the Board whenever in its judgment the best interest of the Corporation will be served thereby. Vacancies on any committee arising from any cause may be filled by the Board at any regular or special meeting. A member elected to fill any vacancy shall hold office for the unexpired term of his/her predecessor and until a successor is elected and qualified.
6.6 Standing Committees. There are hereby constituted the following standing committees: executive, finance and nominating. In addition to the powers and duties specified below, the committees shall have such powers and perform such duties as the Board may prescribe. Only Directors may serve as members of any standing committee.
6.6.1 Executive Committee. The Executive Committee shall consist of the Corporation’s officers. The Executive Director shall serve as a nonvoting member of the Executive Committee. The Executive Committee shall have authority over policies, procedures, operations, and fiscal affairs (including regular and periodic review of the finances) of the Corporation. The President/Chair shall serve as the chair of the Executive Committee. The Board may fill any vacancy on the Executive Committee created by the removal or resignation of an officer until such officer’s position is filled.
6.6.2 Nominating Committee. The Nominating Committee shall consist of the Vice President/Vice-Chair, the Secretary and two additional Directors appointed by the Board. The Executive Director shall serve as a nonvoting member of the Nominating Committee. The Nominating Committee will meet at least once each year in accordance with the provisions of these Bylaws regarding elections to prepare a slate of nominees to fill vacancies on the Board, the Executive Committee and for officers of the Board for the succeeding year. The Vice President/Vice-Chair shall serve as the chair of the Nominating Committee.
6.6.3 Finance Committee. The Finance Committee shall consist of the President/Chair, the Treasurer and two additional Directors appointed by the Board. The Executive Director shall serve as a nonvoting member of the Finance Committee. The Treasurer shall serve as chair of the Finance Committee. The Finance Committee will assist the Corporation by providing financial guidance and reviewing the financial statements of the Corporation and will provide to the Executive Committee and to the Board at least once each year an account of the financial condition of the Corporation.
6.7 Ad Hoc Committees. In addition to the committees that may be created by the Board in accordance with Section 6.1, the President/Chair may, subject to confirmation by the Executive Committee and the provision of prompt notice to the Board, establish from time-to-time temporary ad-hoc committees to provide needed input to the Board to assist in its decision making. Subject to the limitations set forth in this Article VI, the President/Chair may prescribe the composition and attributes of each ad hoc committee, designate the individuals to serve on each ad hoc committee and designate the individual to chair each ad hoc committee. The authority of any ad hoc committee shall be limited to only providing input and direction to the Board and all decision making authority shall remain with the Board. Both Directors and non-Directors may serve as members of any ad hoc committee.
7.1 Elections. Each officer, other than the President/Chair and Immediate Past President/Chair who, subject to expiration of his/her terms in accordance with Section 3.3.4, shall be the Director, if any, who served as Vice President/Vice Chair and President/Chair, respectively, during the prior year, shall be elected or appointed from the Board at any regular of special meeting of the Board for a term of one (1) year or until their successors are chosen and qualified. In accordance with RCW 25.03.125, any two (2) or more offices may be held by the same person, except the offices of President/Chair and Secretary.
7.2 Officers. The officers of the Corporation shall consist of a President/Chair, Vice‑President/Vice-Chair, Secretary, Treasurer and Past-President/Chair and such other officers and assistant officers as may be deemed necessary.
7.2.1 President/Chair. The President/Chair shall be Chairperson of the Board and preside at all its meetings. Subject to the directions of the Board, the President/Chair shall have general charge of the affairs of the Corporation. He or she shall keep the Board fully informed and shall freely consult with them concerning the business of the Corporation in his or her charge. He or she may sign and execute all authorized contracts and other instruments of that character in the name of the Corporation. He or she shall do and perform such other duties as may from time to time be assigned to him or her by the Board. In case of disability or absence of the President/Chair, the Vice‑President/Vice-Chair or any other officer designated by the Board shall perform and be vested with all the duties and powers of the President/Chair.
7.2.2 Vice‑President/Vice-Chair. In the absence or disability of the President/Chair, the Vice‑President/Vice-Chair or any other officer designated by the Board shall act as President/Chair.
7.2.3 Secretary. The Secretary shall keep a record of the minutes of the proceedings of the meetings of the Members and of the Board and shall give notice as required in these Bylaws of all such meetings. He or she shall have custody of all books, records, and papers of the Corporation, except such as shall be in the charge of the Treasurer or some other person authorized to have custody and possession thereof by resolution of the Board. He or she shall perform such other duties as may from time to time be prescribed by the Board. In the case of disability or absence of the Secretary, an assistant secretary shall perform and be vested with all the duties and powers of the Secretary.
7.2.4 Treasurer. It shall be the duty of the Treasurer to cause to be kept safe all money belonging to the Corporation and to disburse the same in such manner as may from time to time be prescribed by the Board. At each regular meeting of the Members, or as often as the Board may direct, the Treasurer shall submit complete statement of accounts for the information of the Members or of the Board. He or she shall also cause to be kept a set of books showing the assets of the Corporation and all its liabilities and all other matters of detail.
7.2.5 Immediate Past President/Chair. In addition to serving as a member of the Executive Committee, the Immediate Past President/Chair shall be responsible for such matters that the President/Chair or the Board may direct from time to time.
7.3 Removal. Any officer may be removed at any time by a majority vote of the Board, with or without cause.
7.4 Resignation. Any officer may resign at any time by delivering written notice to the Board, the President/Chair or the Secretary of the Corporation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date or any other condition to the effectiveness of such resignation.
7.5 Vacancies. Any vacancy among the officers of the Corporation may be filled by the President/Chair, subject to the authority of the Board to approve, disapprove, or fill the vacancy itself. The appointee will serve the remainder of the unexpired term.
7.6 Executive Director / CEO. The Executive Director shall be the Chief Executive Officer of the Corporation and shall be responsible for and have supervision and control over the day-to-day management and affairs of the Corporation; may sign with such other officers as designated by the Board contracts or other instruments that the Board has authorized to be executed; and shall perform such other duties as may be incident to the position of Executive Director or as may be assigned by the President/Chair or the Board. The Executive Director shall be employed by the Corporation under such terms and conditions as agreed to by the Executive Director and Corporation, shall be selected by the Board and shall work under the oversight of the Executive Committee and Board.
Books and Records
8.1 Books and Records. The officers of the Corporation shall keep accurate and complete books and records of account and shall keep minutes of the proceedings of the Board. All books and records of the Corporation may be inspected by any Director for any proper purpose at any reasonable time.
8.2 Fiscal Year. The books and records of the Corporation shall be on a calendar year of January 1st through December 31st.
The authority to make, alter, amend or repeal the Bylaws or Articles of Incorporation is vested in the Board, and may be exercised at any regular or special meeting of the Board.