Washington State Crime Prevention Association Bylaws
ARTICLE I – NAME, NON-PROFIT STATUS, OFFICE AND REGISTRATION
Section 1.1: Name
The name of this corporation is The Washington State Crime Prevention Association (WSCPA) and the corporation shall be subject to the Washington Non-profit Corporation Act, RCW 24.03.
Section 1.2: Non-Profit Organization
The WSCPA is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code.
Section 1.3: Offices
The principal office for WSCPA correspondence, materials and supplies shall be care of Seattle Police Department, South Precinct (located at 3001 S Myrtle ST, Seattle, WA 98108,) or at such other place as the Board of Directors (“Board”) may designate. WSCPA may have such other offices as the Board may designate or as the business of WSCPA may require from time to time.
Section 1.4: Registration
An office and agent of this Corporation shall be maintained and registered with the Secretary of State of the State of Washington.
ARTICLE II - DURATION
Section 2.1: Duration
The duration of this Corporation shall be continual unless dissolved under Washington State Law.
Article III - MISSION
Section 3.1: Mission
The mission of the Washington State Crime Prevention Association is to contribute to the prevention of crime, and reduce criminal opportunity and victimization in the State of Washington through training, support, development, and implementation of crime prevention programs.
ARTICLE IV - MEMBERSHIP
Section 4.1 Membership
Membership consists of two (2) separate categories: Individual and Lifetime.
Section 4.1.1: Individual Membership
Individual members in good standing shall consist of active members who are current on their dues.
Section 4.1.1.1: Individual members may not use their membership to sell, distribute, or promote crime prevention products and/or service(s) for personal financial gain. Any violation of this provision may result in loss of membership.
Section 4.1.2: Lifetime Membership
All Past Presidents of the WSCPA, other such persons who qualify, by virtue of their dedication and service to the Association, shall receive Lifetime Active Membership. Lifetime Active Membership is an Active membership regardless of retirement or change in work or employment. Lifetime membership shall be approved by a majority of the Board of Directors and may only be removed for cause as provided in Article XI, Section 1.
Section 4.2: Application for Membership
Application for membership in this Association shall be submitted via the WSCPA website Membership portal at https://www.wscpa.net/membership.html.
Section 4.3: Discrimination
There shall be no discrimination of members on the basis of race, creed, color, national origin, religion, political affiliation, sex, gender, gender identity, sexual orientation, pregnancy, disability, age, marriage, weight or veteran status.
Section 4.4: Voting Rights
The right to hold office shall be limited to Active Members in good standing. The right to vote upon any issue as may be brought forward by the Association shall be limited to the general membership of the Association who are in good standing at the time.
Section 4.5: Denial of Membership
Any person or organization, whose behavior detracts from the integrity and/or reputation of this Association, may be denied membership by a majority vote of the Board of Directors.
Section 4.6: Removal from Membership
Any member may be removed from the Association for cause by a two-thirds vote of the entire Board of Directors.
Section 4.7: Term of Membership
Memberships are on a calendar year basis with the membership term beginning January 1st and ending December 31st.
Section 4.7.1: Membership term limits do not apply to lifetime members.
Section 4.8: Annual Membership Meeting
The Board of Directors shall hold an annual meeting open to all WSCPA members at a place and time determined by the Board. The occurrence of this annual membership meeting may be in the third quarter of the calendar year, or at the annual Crime Prevention Conference. All current dues paying members have voting privileges at the annual meeting and may bring items to the agenda for consideration.
Section 4.8.1: Meeting notification regarding the annual meeting will be transmitted to the general membership no less than 28 days prior to the meeting.
Section 4.8.2: Annual membership meetings may be in-person or virtual.
ARTICLE V – DUES
Section 5.1: Membership Dues
All Association members must pay their annual dues by December 31 to maintain uninterrupted membership for the following calendar year.
Section 5.1.1: Dues Amounts
The Board of Directors shall determine the membership dues amount.
Section 5.2: Non-Payment and Suspension
Members who fail to pay their dues by March 1 may be suspended and lose all associated rights and privileges.
Section 5.2.1: Reinstatement
Suspended members may regain their membership by paying any outstanding dues.
Section 5.3: Membership dues paid after September 1st of the current calendar year shall carry the membership over to December 31st of the following calendar year.
Section 5.4: Membership dues may be paid online via the WSCPA Website, https://www.wscpa.net/membership.html, or by check mailed to the WSCPA Physical address: 3001 S. Myrtle ST, Seattle, WA 98108.
Section 5.5: Lifetime members are exempt from paying annual membership dues.
ARTICLE VI – BOARD OF DIRECTORS
Section 6.1: Management Authority
The activities and affairs of the corporation shall be managed by, or under the direction of and subject to the oversight of, The Board of Directors (Board). All corporate powers shall be exercised by, or under the authority of, the Board. The Board shall adjudicate all complaints of the membership and officers, and shall fill vacancies of this Association as may occur.
Section 6.2: Standard of Conduct
Each director, when discharging the duties of a Director, shall act in good faith; with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner that the Director believes to be in the best interests of the corporation. The Board will adopt a Conflict of Interest policy. At the time of their election and thereafter annually, Directors shall affirm in writing their understanding of, and agreement to, comply with the code.
Section 6.3: Number
The number of Directors shall be no less than seven (7) and no more than thirty (30). Within these parameters, the number of directors authorized to act on behalf of the corporation shall be the number then in office. No decrease in the number of Directors shall have the effect of shortening any incumbent director’s term.
Section 6.4: Qualifications
Directors shall be individuals at least 18 years of age. The Board may establish by resolution additional qualifications, attributes, characteristics, skills or experience which may be required or desirable for directors, provided that the Board shall not discriminate against any candidate for a director position on the basis of race, creed, color, national origin, religion, political affiliation, sex, gender, gender identity, sexual orientation, pregnancy, disability, age, marriage, weight or veteran status. No employee of the corporation or representative of any employee or group of employees of the corporation shall be eligible to serve on the Board. Directors shall not receive any compensation for the services as a Director. The Board of Directors may approve reimbursement of a Director for reasonable out-of-pocket expenses incurred on behalf of the corporation.
Section 6.5: Conflicts of Interest
The Board shall maintain a written policy governing Conflict of Interest. At the time of their election and annually thereafter, Directors shall affirm in writing their understanding of, and agreement to, comply with the policy.
Section 6.6: Election
Directors generally shall be elected at the annual meeting of the Board but may be elected at any duly held meeting of the Board.
Section 6.7: Board Composition
The Board of Directors of this corporation shall be active members in good standing comprised of the following duly elected/appointed members:
Section 6.7.1: Any Active member in good standing of this Association may seek and hold office. Active members wishing to serve as President must have completed a minimum of one term on the Board prior to seeking that position. Each candidate for office must submit a letter of interest, a resume or Curriculum Vitae (CV), and a letter of endorsement from their immediate supervisor.
Section 6.7.2: At no time shall there be more than 30% of the Board of Directors comprised of individuals from the same Law Enforcement Agency, Government Agency, corporate entity or community-based organization.
Section 6.8: Leave of Absence
The Board President may approve a Director’s leave of absence from the Board for up to one year. While on leave of absence the Board Member shall be deemed a non-voting member of the Board. If the Director does not return to active status within six months after returning from an approved leave of absence from the Board, the Director will be considered to have resigned from the board.
Section 6.9: Resignation
A Director may resign at any time by delivering written notice to the President or Secretary, or by oral notice to the Board at a regular meeting of the Board. Resignation shall be effective upon delivery of notice unless a later effective date us specified in the notice. For purposes of this and any other section of these bylaws requiring written notice, notice in any form that meets the statutory definition of “record” under RCW 24.03A.010(63), Including electronic transmissions, shall constitute written notice.
Section 6.10: Removal
The Board may remove any Director by a majority vote if it is in the corporation’s best interest. A Director who misses three consecutive meetings without prior notice to the Board President will be removed as of the third missed meeting, unless the Board decides otherwise by resolution.
Section 6.11: Vacancies
The Board shall have the power to fill any vacancy occurring in the Board and any Directorship to be filled by reason of an increase in the number of Directors. The Board shall elect any Director appointed to fill a vacancy to a new term of office as provided by Section 6.6 of this Article.
Section 6.12: Board Committees
The Board, by resolution adopted by the majority of the Directors in office, may designate, appoint, and delegate authority to committees of the Board (“Board Committees”).
Section 6.12.1:
Any Board Committee shall consist of two (2) or more Directors and shall exercise such management authority of the Board as the Board may delegate by resolution. Persons other than Directors may be invited to attend meetings of a Board Committee and to assist the Board Committee in its work, but may not serve as voting members of the Board Committee.
Section 6.12.2:
No Board Committee shall have the authority of the Board to: authorize distributions; adopt or alter or repeal the Bylaws; elect, appoint or remove any member of any Board Committee or any Director or Officer of the corporation; amend the Articles of Incorporation; adopt a plan of merger, domestication or conversion; authorize or revoke authorization for the voluntary dissolution of the corporation; adopt a plan for the distribution of all of the assets of the corporation (or any substantial portion thereof); or amend , alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such Board Committee.
Section 6.12.3:
The designation and appointment of any Board Committee and the delegation of authority to it shall not operate to relieve the Board or any individual Director of any responsibility imposed by law.
Section 6.13: Advisory Committee
The Board may from time to time designate and appoint committees for the purpose of providing advice and information to the Board (“Advisory Committees”).
Section 6.13.1:
The Board shall not delegate any of its management authority to any Advisory Committee, and no Advisory Committee shall exercise any of the Board’s management authority.
Section 6.13.2:
Advisory Committees may consist of Directors or other individuals selected by the Board or through any other process which the Board may establish by resolution,
Section 6.13.3:
The designation and appointment of any Advisory Committee shall not operate to relieve the Board or any individual Director of any responsibility imposed by law.
Section 6.14: Executive Committee
There shall exist an Executive committee consisting of the President, Vice-President, Secretary, Treasurer, Executive Director, and one Regional Director or At-Large Director on a quarterly rotational basis. The Executive committee is chaired by the President and shall be activated when the President declares that an emergency exists, and a decision must be reached for the good of the Association, or the President deems it necessary prior to the next regular Board meeting.
ARTICLE VII –LENGTH OF TERMS OF THE BOARD OF DIRECTORS
Section 7.1: Term of the President
The President shall serve a term of two year beginning January 1st and ending December 31st.
Section 7.2: Term of the Vice President
The Vice President shall serve a term of two year beginning January 1st and ending December 31st.
Section 7.3: Term of the Treasurer
The Treasurer shall serve a term of two years beginning January 1st and ending December 31st.
Section 7.4: Term of the Secretary
The Secretary shall serve a term of two years beginning January 1st and ending December 31st.
Section 7.5: Term of the Immediate Past President
The Immediate Past President shall serve in this capacity until a new President is elected and the President being replaced then becomes the Immediate Past President. The Immediate Past President has the option to resign from this Director position at any time, leaving this Director position vacant.
Section 7.6: Term of the Regional Directors
The eight Regional Directors shall serve a term of two years beginning January 1st and ending December 31st. The term of a Director elected at a meeting other than the annual meeting shall end at the conclusion of the annual meeting following the 2nd anniversary of the Director’s election. A Director shall hold office until the Director’s term has expired and the Director’s successor is elected and qualified, or until the director resigns or is removed.
Section 7.7: Term of At-Large Directors
At-Large Directors are appointed by a majority vote of the Board of Directors. A person wanting to be an At-Large Director may apply in writing, in-person or by electronic means to any existing duly elected member of the Board of Directors. The At-Large Directors shall serve a term of two years beginning January 1st and ending December 31st.
Section 7.8: Term of Washington Association of Sheriffs and Police Chief (WASPC) Representative:
The Washington Association of Sheriffs and Police Chief Representative is recruited from the WASPC active membership and appointed by a majority of the WSCPA Board of Directors. This WASPC Representative term does not have an expressed limit. When the WASPC Representative seat becomes vacant, WSCPA will petition WASPC for a replacement.
Section 7.9: Term of the Executive Director:
The Executive Director is appointed by a two-thirds majority of the entire Board of Directors. This position will be continual yet re-affirmed by a simple majority of the Board of Directors at the Annual Board meeting. A two-thirds majority of the entire Board of Directors must be met to remove the current Executive Director. The Executive Director answers to the President of the Association for Chain of Command questions and then the Executive Committee.
Section 7.10: Term Limits
Directors may serve multiple terms, though only four (4) terms can be consecutive, unless waived by a vote of at least two-thirds majority of the Board. A term of less than two years to which a Director has been elected in order to fill a vacancy shall not be counted as a term for purposes of this limit. After serving four consecutive full terms of two years, a director shall be ineligible for election to the Board until one year from the completion of such fourth consecutive two-year term, unless waived by a two-thirds majority vote of the Board as stated above.
ARTICLEVIII – OFFICERS AND DIRECTORS DUTIES AND RESPONSIBILITIES
Section 8.1: Officers Enumerated
The officers of the corporation shall be a president, vice president, a secretary, a treasurer, an executive director/chief executive officer, and such officers as may be deemed necessary by the Board. The president, vice president, secretary, treasurer, and any other officers specifically designated by the Board shall be elected by the Board at its annual meeting in accordance with Article VII to serve until the conclusion of the following annual meeting, and until a successor is elected and qualified. The executive director/chief executive officer shall be appointed by the Board and serve until resignation, incapacity, removal or replacement. Any two or more offices may be held by the same individual except the offices of president and secretary. In addition to the powers and duties specified below, the officers shall have such powers to perform such duties as the Board may prescribe by resolution or written job description.
Section 8.2: The President
The President shall be a Director and is a member of the Executive Committee. The President shall schedule and preside at all meetings of the Board and may be responsible for establishing the agenda for meetings of the Board. The president shall have the authority to sign and execute all deeds, bonds, contracts and other obligations or instruments, in the name of the corporation, except as may be specially limited by the Board. Subject to Board of Directors approval, the President will appoint all committees as may be necessary. The President will be an ex-officio member of all committees established by the Board and shall chair the Executive Committee.
Section 8.3: The Vice-President
The Vice-President shall be a Director and is a member of the Executive Committee. The Vice-President shall perform the duties and assume the same responsibilities of the President in the absence of the President. If the office of the President is vacated, the Vice-President shall assume the office of President for the unexpired term of the President. The Vice-President is responsible for providing direction and leadership guidance to the Regional Directors. The Vice-President shall chair the Organizational Development Committee should one be established. The Vice-President shall also perform such other duties as the President and/or the Board may direct.
Section 8.4: The Secretary
The Secretary shall be a Director and is a member of the Executive Committee. The Secretary shall retain, or cause to be retained, records of the proceedings of the Board and all Board Committees, and current lists of the Directors and Officers of the corporation. When requested by the President to do so, the Secretary shall sign and execute with the President all deeds, bonds, contracts and other obligations or instruments, in the name of the corporation. The Secretary shall perform such other duties as may be assigned by the Board.
Section 8.5: The Treasurer
The Treasurer shall be a Director and is a member of the Executive Committee. The Treasurer shall be responsible for all funds and investments of the corporation and shall cause to be kept regular books of account. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the Board or its delegate. The Treasurer shall be responsible for ensuring that the corporation adheres to all gift restrictions applicable to any assets held by the corporation. The Treasurer shall provide, or cause to be provided, to the Board a report on the financial condition of the corporation at each annual or regular meeting. The Treasurer will chair the Finance Committee should one be established by the Board. The Treasurer will see to the timely filing of taxes as directed under WAC 458-20-169. The Treasurer shall perform such other duties as may be assigned by the Board.
Section 8.6: The Immediate Past President
The Immediate Past President shall be a Director. The Immediate Past President shall be responsible for the Board election process, including recruitment of qualified persons to run for office to serve on the Board. The Immediate Past president shall chair the Elections committee, should one be established by the Board.
Section 8.7: Regional Directors
There shall be eight Regional Directors, one from each region. The number of Directors and regions will be determined by a two-thirds majority vote of the Board of Directors. Regional Directors will disseminate information, provide local assistance as it may pertain to the mission of this Association, and facilitate communication between the Board of Directors and their Regions. Regional Directors need to be active in support, recruitment, and retention of Association members. Regional Directors are responsible for providing current updates and activities in the form of a regional report to the Executive Director at least fourteen (14) days prior to a scheduled Board meeting.
Section 8.7.1: Regional Directors shall physically reside in the region they are representing. If there is no Director residing in a particular geographical region, then a Director not residing in that geographical region can be appointed by a simple majority vote of the members of the Board of Directors to serve that region until such time as a Director physically residing in that geographic region can be identified and confirmed by the Board.
Section 8.8: At-Large Directors
There shall be up to seven (7) At-Large Directors appointed by the Board of Directors to serve for two-year terms. Their terms shall coincide with elected officers. At Large Directors shall have voting rights, and must be confirmed by a simple majority of the members of the Board of Directors.
Section 8.9: Washington Association of Sheriffs and Police Chiefs (WASPC) Representative
The Washington Association of Sheriffs and Police Chiefs (WASPC) Representative shall be a Director. The WASPC representative shall act as liaison between the Washington State Crime Prevention Association (WSCPA) and WASPC and facilitate communication between the two organizations.
Section 8.10: The Executive Director
The Executive Director shall be an employee of the corporation and shall be responsible for the day-to-day management of the corporation, under the direction and oversight of the Board. The Executive Director shall have the authority to expend corporation funds, sign deeds, bonds, contracts and other obligations or instruments in the name of the corporation, hire and terminate other employees of the corporation and delegate day-to-day management authority to such employees, provided that such actions are consistent with a Board Approved Budget and all policies and resolutions adopted by the Board. The Executive Director shall also perform such other duties as may be assigned by the Board and is a non-voting member of the Board and the Executive Committee.
Section 8.10.1: The Executive Director will be responsible for maintaining a registered office with the Secretary of State of the State of Washington. The Executive Director shall be the Registered Agent for the Association
Section 8.10.2: The Executive Director shall record and maintain the Association Membership and notify members regarding membership currency or lapse thereof.
Section 8.10.3: The Executive Director shall have the repository for all past records of the Association.
Section 8.10.4: The Executive Director is responsible for all meeting notices, Association two (2)-year Calendar, and communications between the members of both the Association and Board of Directors.
Section 8.10.5: The Executive Director is responsible for the day-to-day duties of the Association office. These duties include:
Section 8.10.6: The Executive Director will provide the Board of Directors a Quarterly Executive Director’s Report and be responsible for the Association’s Annual Report.
Section 8.10.7: The Executive Director may be given other duties as prescribed by the President or the Board of Directors and subject to limitations as may be provided by Association By-laws or Washington State law.
Section 8.10.8: The Executive Director will report directly to the President for chain of command and the Board of Directors.
Section 8.10.9: The compensation of the Executive Director shall be fixed by the members of the Board with no conflict of interest, or, upon delegation to a Board Committee in the form of a record adopted by the Board, by members of such Board Committee with no conflict of interest. The compensation of other employees of the corporation shall be fixed by the Executive Director.
Section 8.10.10: In the absence of an Executive Director, the duties assigned to the Executive Director will be apportioned out to members of the Board as determined by the Executive Committee (President, Vice-President, Secretary, Treasurer). The Executive Committee will ensure that all administrative functions assigned to the Executive Director’s role shall be enacted in a timely manner.
Section 8.11: Vacancies
Vacancies in any office arising from any cause, may be filed by the Board at any annual, regular, or special meeting. An individual appointed to fill a vacancy in any Board-elected office shall serve for the remainder of the unexpired term until a successor is appointed and qualified.
Section 8.12: Removal
The Board may remove any officer at any time, with or without cause, if the Board determines that removal will serve the best interests of the corporation, provided, however, that any such removal shall be without prejudice to the contract rights of any officer.
ARTICLE IX -BOARD MEETINGS AND PROCEDURE
Section 9.1: Annual Meetings
The Annual meeting of the Board of Directors shall be held the during the first quarter of each year at a place and time determined by the Board. At the annual meeting, the Board shall adopt a budget for the next fiscal year, elect officers and directors, review upcoming training, engagement opportunities and conferences, and other governance issues agreed to by the Directors present at the annal meeting.
Section 9.1.1: Annual meetings may be in-person or virtual.
Section 9.2: Regular Meetings
The Board of Directors shall meet a minimum of ten (10) times per year at such time and place as directed by the Board. Notice of any change in the scheduled meeting date shall be provided no less than three days prior to any such meeting.
Section 9.2.1: Regular meetings may be in-person or virtual.
Section 9.3: Special Meetings
Special meetings of the Board of Directors may be held any place and time, whenever called by the President, Treasurer, Executive Director, or any two Directors. The Board President shall fix the time, date and place for such special meetings of the Board. Notice of the special meeting date shall be provided no less than two (2) days prior to any such meeting.
Section 9.3.1: Special meetings may be in-person or virtual.
Section 9.4: Unanimous Action Without a Meeting
Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to be taken at a meeting of the Board (or a Board Committee) may be taken without a meeting if consent in writing setting forth the action so taken is executed by all of the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a unanimous vote of the Board, and may be described as such.
Section 9.5: Notice of Meetings
Notice of the time and place of any annual, regular, or special meeting of the Board Shall be given by the Secretary, or by the person or persons calling the meeting, by electronic transmission, mail or personal delivery (including telephone), at least 48 hours prior to the date on which the meeting will be held. Neither the business to be transacted, nor the purpose of any meeting of the Board, need to be specified in the notice of the meeting. Notice delivered by electronic transmission or personal delivery shall be effective upon receipt. Notice delivered by mail or commercial delivery service shall be deem received on the date shown on the return receipt, if available, or otherwise five calendar days after its deposit in the mail or commercial delivery service.
Section 9.6: Electronic Notice
A Director is deemed to have revoked consent to receive electronic transmission if the corporation has been unable to transmit by electronic transmission two (2) consecutive notices given by the corporation to the Director’s electronic address, and this inability becomes known to the Secretary or other person responsible for giving the notice. The inadvertent failure by the corporation to treat such inability as a revocation of consent does not invalidate any meeting or other action.
Section 9.7: Written Waiver of Notice
A Director may waive notice of any meeting by an executed record, which may be submitted either before or after the meeting, and which shall be retained with the minutes of the meeting. Such a waiver is equivalent to the proper giving of notice for the meeting. For purposes of this Article, “executed” means either: a) a written record that is signed, or; b) an electronic transmission that is sent with sufficient information to determine the sender’s identity.
Section 9.8: Waiver of Notice by Attendance
Attendance or participation of a Director at any meeting is a waiver of notice of such meeting, except where the Director attends the meeting for the purpose of objecting promptly at the beginning of the meeting or upon arrival to the transaction of any business because the meeting is not lawfully called or convened.
Section 9.9: Meetings Held by Electronic Communications
Members of the Board or Board Committees may participate in a meeting of the Board or any Board Committee by means of a conference telephone, video-conferencing system, or similar communications equipment by means of which all persons participating in the meeting can simultaneously understand one another. Participation by such means shall constitute presence in person at a meeting.
Section 9.10: Quorum
A majority of the Directors (50% + 1) then in office shall constitute a quorum for the transaction of business for the duration of the meeting, except as otherwise provided by law or these Bylaws. No proxy for a Director, however appointed, shall be counted for purposes of whether a quorum is present.
Section 9.11: Director Meeting Attendance
All Directors and Officers of the WSCPA will, at a minimum, attend 70% of all regularly scheduled meeting of the Board. Failure of any Director to meet this threshold may be grounds for removal from the Board under Article VI, Section 6.12.
Section 9.12: Conduct of Meetings and Rules of Order
The President or Vice President shall preside at all meetings of the Board, or in their absence, and Director then in office to whom the President delegates such authority.
Section 9.12.1: The President, or other person chairing the meeting in the President’s absence, may adopt reasonable rules of order governing the conduct of the meeting, so long as those rules are not inconsistent with these Bylaws, the corporation’s Articles of Incorporation, the Washington Nonprofit Corporation Act, or any resolution of the Board.
Section 9.12.2: Rules of order may, but are not required to, be consistent with a published authority on rules of order.
Section 9.12.3: In the interest of enabling Directors to maintain their fiduciary duty of confidentiality, other than by invitation of the Board of Director’s President or Vice President, attendance at meetings shall be limited to the members of the Board of Directors and the corporation’s Executive Director only.
Section 9.13: Order of Business
Regular business meetings of the Board of Directors may, but are not required to, be conducted in the following format:
Section 9.14: Voting
The affirmative vote of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board except as otherwise provided in these Bylaws or applicable law. At any meeting of the Board at which a quorum is present, any business may be transacted, and the Board may exercise all of its powers, except as otherwise provided in these Bylaws. Each Director shall have one vote in matters coming before the Board. No proxy for a Director, however appointed, may cast a vote or be counted for the purposes of determining how many Directors are present at any meeting.
Section 9.15: Dissent or Abstention
A Director who is present at a meeting shall be presumed to have assented to the action taken at that meeting unless the Director’s dissent or abstention is entered into the minutes of the meeting, or unless the Director delivers (personally, by electronic means, or by mail) their dissent or abstention to such action to either the person acting as Secretary of the meeting before the adjournment of the meeting, or to the Secretary of the corporation immediately after the adjournment of the meeting, which dissent or abstention must be in writing. The right to dissent or abstain from any action shall not apply to a director who voted in favor of the action.
ARTICLE X - AREA OF REGIONAL DIRECTORS
Section 10.1: Area of Regional Directors: Regional Directors, one from each region, may be nominated by the Active Membership in that Region, or may be appointed by the Board. An election of a Regional Director by the members of a region will supersede an appointment by the Board. The person must have membership with an agency in the designated region and represent that region.
Section 10.2: Established Regions: The Board of Directors shall establish Regions within the State and shall be allowed to alter the boundaries and number of Directors as may be necessary. A two-thirds majority vote of the Board of Directors shall be required for alterations to the existing boundaries.
Section 10.3: Eight Regions: As of this writing, there shall be eight Regional Directors, one from each of eight regions and they shall be employed or reside within the region they represent.
ARTICLE XI – ADMINISTRATIVE PROVISIONS
Section 11.1: Fiscal Year
The corporation’s fiscal year shall be the calendar year.
Section 11.2: Contracts, Checks, Deposits and Funds
The Board of Directors may authorize any officer or agent to enter into any contract, or execute and deliver any instrument in the name of the Association on its behalf. At a minimum, such authorization by a majority vote of the Board of Directors shall be recorded in the minutes of the Association.
Section 11.2.1: All financial instruments issued by this Association shall be signed by the Treasurer, President or Executive Director. Any expenditure over seven hundred and fifty dollars ($750) shall require Board approval.
Section 11.2.2: All funds of the Association shall be deposited in such banks, trust companies, or other depositories as the Board may direct.
Section 11.2.3: The Board of Directors may accept any financial instruments or money on behalf of the Association. Unless otherwise directed by the Board of Directors the funds shall be placed in the general fund.
Section 11.2.4: There shall be a review of all financial records of the Association at each meeting of the Board of Directors. Such records shall be reviewed and/or audited by a Certified Public Accountant annually.
Section 11.3: Loans Prohibited
The corporation shall make no loans to any officer or to any director.
Section 11.4: Salaries
No member of the Board of Directors or other members of the Association may receive a salary from the Association while conducting the business of the Association, incidental to their particular office or status.
Section 11.4.1: The Board may authorize payment for the actual expenses and travel allowance to such officers or members of the Board of Directors or Association member as may incur expenses in conducting the business of the Association. The Association may adopt their own scale for per diem, lodging, and travel expense, subject to change as needed.
Section 11.5: Books and Records
The corporation shall keep at its principal office in this state the following documents (in electronic or hard copy form:
Section 11.6: Awards
The Board of Directors of this Association may provide for any awards as they see fit for such services, actions, or accomplishments by any persons or organizations deemed deserving of such awards. These decisions must be presented to the Board for approval in adequate time to have the awards prepared prior to their presentation.
Section 11.7: Product Endorsements
Neither the Association, nor any member thereof, representing the Association, shall publicly endorse any product affiliated with the prevention of crime. Sponsorship by either the business or private sector does not constitute endorsement of any product or service and shall be permitted at the direction of the Board of Directors.
Section 11.8: Political Endorsements
The Washington state Crime Prevention Association is a non-partisan, apolitical organization. The Association shall not endorse any political party, candidate for office, nor will it endorse or oppose any legislation unrelated to the Association’s mission of contributing to the prevention of crime and reduction of criminal opportunity and victimization in the State of Washington.
Section 11.9: Publications
The Board of Directors may elect to publish and produce any publication in the nature of a periodical, pamphlet, text, handbill, or such device as deemed appropriate by the Board.
Section 11.10: Exempt Activities
Notwithstanding any other provision by these Bylaws, no director, officer, employee or representative of WSCPA shall take any action or carry out any activity by, or on behalf of, the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended, or by an organization to which contributions are deductible under Section 170 (c) (2) of such Code and Regulations as they now exist or as they may be amended.
ARTICLE XII – AMENDMENT
Section 12.1: Amendments to Articles of Incorporation
The Board may, by a majority of the Directors then in office, adopt amendments to the corporation’s Articles of Incorporation. No such amendment shall be delivered to the office of the Washington Secretary of State for filing, or take effect, until approved by such a vote of the Board.
Section 12.2: Amendments to Bylaws
The Board may, by a majority of the Directors then in office, adopt amendments to or restatements of these Bylaws, or repeal these Bylaws; provided that at least ten days advance written notice is provided along with a copy of the amendments to or restatements for which Board Approval is sought.
SECTION XIII – DISSOLUTION
Section 13.1: The Washington State Crime Prevention Association may dissolve and wind up its affairs when so authorized at a meeting of the Board of Directors upon the adoption of a resolution to dissolve by a vote of the majority of the Directors.
Section 13.2: Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation, which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax-exempt status under Section 501(c) (3) of the Internal Revenue Code.
Section 13.3: No part of the net earnings of this corporation shall ever inure to, be used for the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed, or to fiscally compensate bona fide employees.
Section 13.4: Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986.
Amended: March 2025
Section 1.1: Name
The name of this corporation is The Washington State Crime Prevention Association (WSCPA) and the corporation shall be subject to the Washington Non-profit Corporation Act, RCW 24.03.
Section 1.2: Non-Profit Organization
The WSCPA is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code.
Section 1.3: Offices
The principal office for WSCPA correspondence, materials and supplies shall be care of Seattle Police Department, South Precinct (located at 3001 S Myrtle ST, Seattle, WA 98108,) or at such other place as the Board of Directors (“Board”) may designate. WSCPA may have such other offices as the Board may designate or as the business of WSCPA may require from time to time.
Section 1.4: Registration
An office and agent of this Corporation shall be maintained and registered with the Secretary of State of the State of Washington.
ARTICLE II - DURATION
Section 2.1: Duration
The duration of this Corporation shall be continual unless dissolved under Washington State Law.
Article III - MISSION
Section 3.1: Mission
The mission of the Washington State Crime Prevention Association is to contribute to the prevention of crime, and reduce criminal opportunity and victimization in the State of Washington through training, support, development, and implementation of crime prevention programs.
ARTICLE IV - MEMBERSHIP
Section 4.1 Membership
Membership consists of two (2) separate categories: Individual and Lifetime.
Section 4.1.1: Individual Membership
Individual members in good standing shall consist of active members who are current on their dues.
Section 4.1.1.1: Individual members may not use their membership to sell, distribute, or promote crime prevention products and/or service(s) for personal financial gain. Any violation of this provision may result in loss of membership.
Section 4.1.2: Lifetime Membership
All Past Presidents of the WSCPA, other such persons who qualify, by virtue of their dedication and service to the Association, shall receive Lifetime Active Membership. Lifetime Active Membership is an Active membership regardless of retirement or change in work or employment. Lifetime membership shall be approved by a majority of the Board of Directors and may only be removed for cause as provided in Article XI, Section 1.
Section 4.2: Application for Membership
Application for membership in this Association shall be submitted via the WSCPA website Membership portal at https://www.wscpa.net/membership.html.
Section 4.3: Discrimination
There shall be no discrimination of members on the basis of race, creed, color, national origin, religion, political affiliation, sex, gender, gender identity, sexual orientation, pregnancy, disability, age, marriage, weight or veteran status.
Section 4.4: Voting Rights
The right to hold office shall be limited to Active Members in good standing. The right to vote upon any issue as may be brought forward by the Association shall be limited to the general membership of the Association who are in good standing at the time.
Section 4.5: Denial of Membership
Any person or organization, whose behavior detracts from the integrity and/or reputation of this Association, may be denied membership by a majority vote of the Board of Directors.
Section 4.6: Removal from Membership
Any member may be removed from the Association for cause by a two-thirds vote of the entire Board of Directors.
Section 4.7: Term of Membership
Memberships are on a calendar year basis with the membership term beginning January 1st and ending December 31st.
Section 4.7.1: Membership term limits do not apply to lifetime members.
Section 4.8: Annual Membership Meeting
The Board of Directors shall hold an annual meeting open to all WSCPA members at a place and time determined by the Board. The occurrence of this annual membership meeting may be in the third quarter of the calendar year, or at the annual Crime Prevention Conference. All current dues paying members have voting privileges at the annual meeting and may bring items to the agenda for consideration.
Section 4.8.1: Meeting notification regarding the annual meeting will be transmitted to the general membership no less than 28 days prior to the meeting.
Section 4.8.2: Annual membership meetings may be in-person or virtual.
ARTICLE V – DUES
Section 5.1: Membership Dues
All Association members must pay their annual dues by December 31 to maintain uninterrupted membership for the following calendar year.
Section 5.1.1: Dues Amounts
The Board of Directors shall determine the membership dues amount.
Section 5.2: Non-Payment and Suspension
Members who fail to pay their dues by March 1 may be suspended and lose all associated rights and privileges.
Section 5.2.1: Reinstatement
Suspended members may regain their membership by paying any outstanding dues.
Section 5.3: Membership dues paid after September 1st of the current calendar year shall carry the membership over to December 31st of the following calendar year.
Section 5.4: Membership dues may be paid online via the WSCPA Website, https://www.wscpa.net/membership.html, or by check mailed to the WSCPA Physical address: 3001 S. Myrtle ST, Seattle, WA 98108.
Section 5.5: Lifetime members are exempt from paying annual membership dues.
ARTICLE VI – BOARD OF DIRECTORS
Section 6.1: Management Authority
The activities and affairs of the corporation shall be managed by, or under the direction of and subject to the oversight of, The Board of Directors (Board). All corporate powers shall be exercised by, or under the authority of, the Board. The Board shall adjudicate all complaints of the membership and officers, and shall fill vacancies of this Association as may occur.
Section 6.2: Standard of Conduct
Each director, when discharging the duties of a Director, shall act in good faith; with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner that the Director believes to be in the best interests of the corporation. The Board will adopt a Conflict of Interest policy. At the time of their election and thereafter annually, Directors shall affirm in writing their understanding of, and agreement to, comply with the code.
Section 6.3: Number
The number of Directors shall be no less than seven (7) and no more than thirty (30). Within these parameters, the number of directors authorized to act on behalf of the corporation shall be the number then in office. No decrease in the number of Directors shall have the effect of shortening any incumbent director’s term.
Section 6.4: Qualifications
Directors shall be individuals at least 18 years of age. The Board may establish by resolution additional qualifications, attributes, characteristics, skills or experience which may be required or desirable for directors, provided that the Board shall not discriminate against any candidate for a director position on the basis of race, creed, color, national origin, religion, political affiliation, sex, gender, gender identity, sexual orientation, pregnancy, disability, age, marriage, weight or veteran status. No employee of the corporation or representative of any employee or group of employees of the corporation shall be eligible to serve on the Board. Directors shall not receive any compensation for the services as a Director. The Board of Directors may approve reimbursement of a Director for reasonable out-of-pocket expenses incurred on behalf of the corporation.
Section 6.5: Conflicts of Interest
The Board shall maintain a written policy governing Conflict of Interest. At the time of their election and annually thereafter, Directors shall affirm in writing their understanding of, and agreement to, comply with the policy.
Section 6.6: Election
Directors generally shall be elected at the annual meeting of the Board but may be elected at any duly held meeting of the Board.
Section 6.7: Board Composition
The Board of Directors of this corporation shall be active members in good standing comprised of the following duly elected/appointed members:
- President
- Vice President
- Secretary
- Treasurer
- Immediate Past President
- Eight regional Directors
- Up to seven (7) At-Large Directors (approved by the Board of Directors)
- A representative of the Washington Association of Sheriffs and Police Chiefs (WASPC). This appointee is submitted by WSCPA and confirmed by the Board of Directors of this Corporation.
- Executive Director (Appointed)
Section 6.7.1: Any Active member in good standing of this Association may seek and hold office. Active members wishing to serve as President must have completed a minimum of one term on the Board prior to seeking that position. Each candidate for office must submit a letter of interest, a resume or Curriculum Vitae (CV), and a letter of endorsement from their immediate supervisor.
Section 6.7.2: At no time shall there be more than 30% of the Board of Directors comprised of individuals from the same Law Enforcement Agency, Government Agency, corporate entity or community-based organization.
Section 6.8: Leave of Absence
The Board President may approve a Director’s leave of absence from the Board for up to one year. While on leave of absence the Board Member shall be deemed a non-voting member of the Board. If the Director does not return to active status within six months after returning from an approved leave of absence from the Board, the Director will be considered to have resigned from the board.
Section 6.9: Resignation
A Director may resign at any time by delivering written notice to the President or Secretary, or by oral notice to the Board at a regular meeting of the Board. Resignation shall be effective upon delivery of notice unless a later effective date us specified in the notice. For purposes of this and any other section of these bylaws requiring written notice, notice in any form that meets the statutory definition of “record” under RCW 24.03A.010(63), Including electronic transmissions, shall constitute written notice.
Section 6.10: Removal
The Board may remove any Director by a majority vote if it is in the corporation’s best interest. A Director who misses three consecutive meetings without prior notice to the Board President will be removed as of the third missed meeting, unless the Board decides otherwise by resolution.
Section 6.11: Vacancies
The Board shall have the power to fill any vacancy occurring in the Board and any Directorship to be filled by reason of an increase in the number of Directors. The Board shall elect any Director appointed to fill a vacancy to a new term of office as provided by Section 6.6 of this Article.
Section 6.12: Board Committees
The Board, by resolution adopted by the majority of the Directors in office, may designate, appoint, and delegate authority to committees of the Board (“Board Committees”).
Section 6.12.1:
Any Board Committee shall consist of two (2) or more Directors and shall exercise such management authority of the Board as the Board may delegate by resolution. Persons other than Directors may be invited to attend meetings of a Board Committee and to assist the Board Committee in its work, but may not serve as voting members of the Board Committee.
Section 6.12.2:
No Board Committee shall have the authority of the Board to: authorize distributions; adopt or alter or repeal the Bylaws; elect, appoint or remove any member of any Board Committee or any Director or Officer of the corporation; amend the Articles of Incorporation; adopt a plan of merger, domestication or conversion; authorize or revoke authorization for the voluntary dissolution of the corporation; adopt a plan for the distribution of all of the assets of the corporation (or any substantial portion thereof); or amend , alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such Board Committee.
Section 6.12.3:
The designation and appointment of any Board Committee and the delegation of authority to it shall not operate to relieve the Board or any individual Director of any responsibility imposed by law.
Section 6.13: Advisory Committee
The Board may from time to time designate and appoint committees for the purpose of providing advice and information to the Board (“Advisory Committees”).
Section 6.13.1:
The Board shall not delegate any of its management authority to any Advisory Committee, and no Advisory Committee shall exercise any of the Board’s management authority.
Section 6.13.2:
Advisory Committees may consist of Directors or other individuals selected by the Board or through any other process which the Board may establish by resolution,
Section 6.13.3:
The designation and appointment of any Advisory Committee shall not operate to relieve the Board or any individual Director of any responsibility imposed by law.
Section 6.14: Executive Committee
There shall exist an Executive committee consisting of the President, Vice-President, Secretary, Treasurer, Executive Director, and one Regional Director or At-Large Director on a quarterly rotational basis. The Executive committee is chaired by the President and shall be activated when the President declares that an emergency exists, and a decision must be reached for the good of the Association, or the President deems it necessary prior to the next regular Board meeting.
ARTICLE VII –LENGTH OF TERMS OF THE BOARD OF DIRECTORS
Section 7.1: Term of the President
The President shall serve a term of two year beginning January 1st and ending December 31st.
Section 7.2: Term of the Vice President
The Vice President shall serve a term of two year beginning January 1st and ending December 31st.
Section 7.3: Term of the Treasurer
The Treasurer shall serve a term of two years beginning January 1st and ending December 31st.
Section 7.4: Term of the Secretary
The Secretary shall serve a term of two years beginning January 1st and ending December 31st.
Section 7.5: Term of the Immediate Past President
The Immediate Past President shall serve in this capacity until a new President is elected and the President being replaced then becomes the Immediate Past President. The Immediate Past President has the option to resign from this Director position at any time, leaving this Director position vacant.
Section 7.6: Term of the Regional Directors
The eight Regional Directors shall serve a term of two years beginning January 1st and ending December 31st. The term of a Director elected at a meeting other than the annual meeting shall end at the conclusion of the annual meeting following the 2nd anniversary of the Director’s election. A Director shall hold office until the Director’s term has expired and the Director’s successor is elected and qualified, or until the director resigns or is removed.
Section 7.7: Term of At-Large Directors
At-Large Directors are appointed by a majority vote of the Board of Directors. A person wanting to be an At-Large Director may apply in writing, in-person or by electronic means to any existing duly elected member of the Board of Directors. The At-Large Directors shall serve a term of two years beginning January 1st and ending December 31st.
Section 7.8: Term of Washington Association of Sheriffs and Police Chief (WASPC) Representative:
The Washington Association of Sheriffs and Police Chief Representative is recruited from the WASPC active membership and appointed by a majority of the WSCPA Board of Directors. This WASPC Representative term does not have an expressed limit. When the WASPC Representative seat becomes vacant, WSCPA will petition WASPC for a replacement.
Section 7.9: Term of the Executive Director:
The Executive Director is appointed by a two-thirds majority of the entire Board of Directors. This position will be continual yet re-affirmed by a simple majority of the Board of Directors at the Annual Board meeting. A two-thirds majority of the entire Board of Directors must be met to remove the current Executive Director. The Executive Director answers to the President of the Association for Chain of Command questions and then the Executive Committee.
Section 7.10: Term Limits
Directors may serve multiple terms, though only four (4) terms can be consecutive, unless waived by a vote of at least two-thirds majority of the Board. A term of less than two years to which a Director has been elected in order to fill a vacancy shall not be counted as a term for purposes of this limit. After serving four consecutive full terms of two years, a director shall be ineligible for election to the Board until one year from the completion of such fourth consecutive two-year term, unless waived by a two-thirds majority vote of the Board as stated above.
ARTICLEVIII – OFFICERS AND DIRECTORS DUTIES AND RESPONSIBILITIES
Section 8.1: Officers Enumerated
The officers of the corporation shall be a president, vice president, a secretary, a treasurer, an executive director/chief executive officer, and such officers as may be deemed necessary by the Board. The president, vice president, secretary, treasurer, and any other officers specifically designated by the Board shall be elected by the Board at its annual meeting in accordance with Article VII to serve until the conclusion of the following annual meeting, and until a successor is elected and qualified. The executive director/chief executive officer shall be appointed by the Board and serve until resignation, incapacity, removal or replacement. Any two or more offices may be held by the same individual except the offices of president and secretary. In addition to the powers and duties specified below, the officers shall have such powers to perform such duties as the Board may prescribe by resolution or written job description.
Section 8.2: The President
The President shall be a Director and is a member of the Executive Committee. The President shall schedule and preside at all meetings of the Board and may be responsible for establishing the agenda for meetings of the Board. The president shall have the authority to sign and execute all deeds, bonds, contracts and other obligations or instruments, in the name of the corporation, except as may be specially limited by the Board. Subject to Board of Directors approval, the President will appoint all committees as may be necessary. The President will be an ex-officio member of all committees established by the Board and shall chair the Executive Committee.
Section 8.3: The Vice-President
The Vice-President shall be a Director and is a member of the Executive Committee. The Vice-President shall perform the duties and assume the same responsibilities of the President in the absence of the President. If the office of the President is vacated, the Vice-President shall assume the office of President for the unexpired term of the President. The Vice-President is responsible for providing direction and leadership guidance to the Regional Directors. The Vice-President shall chair the Organizational Development Committee should one be established. The Vice-President shall also perform such other duties as the President and/or the Board may direct.
Section 8.4: The Secretary
The Secretary shall be a Director and is a member of the Executive Committee. The Secretary shall retain, or cause to be retained, records of the proceedings of the Board and all Board Committees, and current lists of the Directors and Officers of the corporation. When requested by the President to do so, the Secretary shall sign and execute with the President all deeds, bonds, contracts and other obligations or instruments, in the name of the corporation. The Secretary shall perform such other duties as may be assigned by the Board.
Section 8.5: The Treasurer
The Treasurer shall be a Director and is a member of the Executive Committee. The Treasurer shall be responsible for all funds and investments of the corporation and shall cause to be kept regular books of account. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the Board or its delegate. The Treasurer shall be responsible for ensuring that the corporation adheres to all gift restrictions applicable to any assets held by the corporation. The Treasurer shall provide, or cause to be provided, to the Board a report on the financial condition of the corporation at each annual or regular meeting. The Treasurer will chair the Finance Committee should one be established by the Board. The Treasurer will see to the timely filing of taxes as directed under WAC 458-20-169. The Treasurer shall perform such other duties as may be assigned by the Board.
Section 8.6: The Immediate Past President
The Immediate Past President shall be a Director. The Immediate Past President shall be responsible for the Board election process, including recruitment of qualified persons to run for office to serve on the Board. The Immediate Past president shall chair the Elections committee, should one be established by the Board.
Section 8.7: Regional Directors
There shall be eight Regional Directors, one from each region. The number of Directors and regions will be determined by a two-thirds majority vote of the Board of Directors. Regional Directors will disseminate information, provide local assistance as it may pertain to the mission of this Association, and facilitate communication between the Board of Directors and their Regions. Regional Directors need to be active in support, recruitment, and retention of Association members. Regional Directors are responsible for providing current updates and activities in the form of a regional report to the Executive Director at least fourteen (14) days prior to a scheduled Board meeting.
Section 8.7.1: Regional Directors shall physically reside in the region they are representing. If there is no Director residing in a particular geographical region, then a Director not residing in that geographical region can be appointed by a simple majority vote of the members of the Board of Directors to serve that region until such time as a Director physically residing in that geographic region can be identified and confirmed by the Board.
Section 8.8: At-Large Directors
There shall be up to seven (7) At-Large Directors appointed by the Board of Directors to serve for two-year terms. Their terms shall coincide with elected officers. At Large Directors shall have voting rights, and must be confirmed by a simple majority of the members of the Board of Directors.
Section 8.9: Washington Association of Sheriffs and Police Chiefs (WASPC) Representative
The Washington Association of Sheriffs and Police Chiefs (WASPC) Representative shall be a Director. The WASPC representative shall act as liaison between the Washington State Crime Prevention Association (WSCPA) and WASPC and facilitate communication between the two organizations.
Section 8.10: The Executive Director
The Executive Director shall be an employee of the corporation and shall be responsible for the day-to-day management of the corporation, under the direction and oversight of the Board. The Executive Director shall have the authority to expend corporation funds, sign deeds, bonds, contracts and other obligations or instruments in the name of the corporation, hire and terminate other employees of the corporation and delegate day-to-day management authority to such employees, provided that such actions are consistent with a Board Approved Budget and all policies and resolutions adopted by the Board. The Executive Director shall also perform such other duties as may be assigned by the Board and is a non-voting member of the Board and the Executive Committee.
Section 8.10.1: The Executive Director will be responsible for maintaining a registered office with the Secretary of State of the State of Washington. The Executive Director shall be the Registered Agent for the Association
Section 8.10.2: The Executive Director shall record and maintain the Association Membership and notify members regarding membership currency or lapse thereof.
Section 8.10.3: The Executive Director shall have the repository for all past records of the Association.
Section 8.10.4: The Executive Director is responsible for all meeting notices, Association two (2)-year Calendar, and communications between the members of both the Association and Board of Directors.
Section 8.10.5: The Executive Director is responsible for the day-to-day duties of the Association office. These duties include:
- Administrative duties to ensure the Association is in compliance and current with all regulatory, tax, licensing, and reporting requirements.
- Ensure all reporting requirements with state agencies (Secretary of State, Department of Revenue and such) are completed in a timely manner.
- Proper receipt of all mail, money, and bills of the Association.
- Ensuring timely payment of all bills.
- Ensuring accuracy of all banking information.
- Maintaining and updating the WSCPA website.
- Maintaining and updating the WSCPA Flipcause website and accounts.
- Maintaining and updating the Moodle platform for online training.
- Enrollment of students in online training classes and confirming such enrollment to said students.
- Email correspondence with membership and interested parties.
- Maintenance of email contact list.
- Messaging to membership regarding training opportunities and interagency information sharing.
- Responding to email and phone call requests for information.
- Coordinating and scheduling Crime Prevention Thursday presentations.
- Oversite of conference and training registrations.
- Social Media Posting.
Section 8.10.6: The Executive Director will provide the Board of Directors a Quarterly Executive Director’s Report and be responsible for the Association’s Annual Report.
Section 8.10.7: The Executive Director may be given other duties as prescribed by the President or the Board of Directors and subject to limitations as may be provided by Association By-laws or Washington State law.
Section 8.10.8: The Executive Director will report directly to the President for chain of command and the Board of Directors.
Section 8.10.9: The compensation of the Executive Director shall be fixed by the members of the Board with no conflict of interest, or, upon delegation to a Board Committee in the form of a record adopted by the Board, by members of such Board Committee with no conflict of interest. The compensation of other employees of the corporation shall be fixed by the Executive Director.
Section 8.10.10: In the absence of an Executive Director, the duties assigned to the Executive Director will be apportioned out to members of the Board as determined by the Executive Committee (President, Vice-President, Secretary, Treasurer). The Executive Committee will ensure that all administrative functions assigned to the Executive Director’s role shall be enacted in a timely manner.
Section 8.11: Vacancies
Vacancies in any office arising from any cause, may be filed by the Board at any annual, regular, or special meeting. An individual appointed to fill a vacancy in any Board-elected office shall serve for the remainder of the unexpired term until a successor is appointed and qualified.
Section 8.12: Removal
The Board may remove any officer at any time, with or without cause, if the Board determines that removal will serve the best interests of the corporation, provided, however, that any such removal shall be without prejudice to the contract rights of any officer.
ARTICLE IX -BOARD MEETINGS AND PROCEDURE
Section 9.1: Annual Meetings
The Annual meeting of the Board of Directors shall be held the during the first quarter of each year at a place and time determined by the Board. At the annual meeting, the Board shall adopt a budget for the next fiscal year, elect officers and directors, review upcoming training, engagement opportunities and conferences, and other governance issues agreed to by the Directors present at the annal meeting.
Section 9.1.1: Annual meetings may be in-person or virtual.
Section 9.2: Regular Meetings
The Board of Directors shall meet a minimum of ten (10) times per year at such time and place as directed by the Board. Notice of any change in the scheduled meeting date shall be provided no less than three days prior to any such meeting.
Section 9.2.1: Regular meetings may be in-person or virtual.
Section 9.3: Special Meetings
Special meetings of the Board of Directors may be held any place and time, whenever called by the President, Treasurer, Executive Director, or any two Directors. The Board President shall fix the time, date and place for such special meetings of the Board. Notice of the special meeting date shall be provided no less than two (2) days prior to any such meeting.
Section 9.3.1: Special meetings may be in-person or virtual.
Section 9.4: Unanimous Action Without a Meeting
Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to be taken at a meeting of the Board (or a Board Committee) may be taken without a meeting if consent in writing setting forth the action so taken is executed by all of the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a unanimous vote of the Board, and may be described as such.
Section 9.5: Notice of Meetings
Notice of the time and place of any annual, regular, or special meeting of the Board Shall be given by the Secretary, or by the person or persons calling the meeting, by electronic transmission, mail or personal delivery (including telephone), at least 48 hours prior to the date on which the meeting will be held. Neither the business to be transacted, nor the purpose of any meeting of the Board, need to be specified in the notice of the meeting. Notice delivered by electronic transmission or personal delivery shall be effective upon receipt. Notice delivered by mail or commercial delivery service shall be deem received on the date shown on the return receipt, if available, or otherwise five calendar days after its deposit in the mail or commercial delivery service.
Section 9.6: Electronic Notice
A Director is deemed to have revoked consent to receive electronic transmission if the corporation has been unable to transmit by electronic transmission two (2) consecutive notices given by the corporation to the Director’s electronic address, and this inability becomes known to the Secretary or other person responsible for giving the notice. The inadvertent failure by the corporation to treat such inability as a revocation of consent does not invalidate any meeting or other action.
Section 9.7: Written Waiver of Notice
A Director may waive notice of any meeting by an executed record, which may be submitted either before or after the meeting, and which shall be retained with the minutes of the meeting. Such a waiver is equivalent to the proper giving of notice for the meeting. For purposes of this Article, “executed” means either: a) a written record that is signed, or; b) an electronic transmission that is sent with sufficient information to determine the sender’s identity.
Section 9.8: Waiver of Notice by Attendance
Attendance or participation of a Director at any meeting is a waiver of notice of such meeting, except where the Director attends the meeting for the purpose of objecting promptly at the beginning of the meeting or upon arrival to the transaction of any business because the meeting is not lawfully called or convened.
Section 9.9: Meetings Held by Electronic Communications
Members of the Board or Board Committees may participate in a meeting of the Board or any Board Committee by means of a conference telephone, video-conferencing system, or similar communications equipment by means of which all persons participating in the meeting can simultaneously understand one another. Participation by such means shall constitute presence in person at a meeting.
Section 9.10: Quorum
A majority of the Directors (50% + 1) then in office shall constitute a quorum for the transaction of business for the duration of the meeting, except as otherwise provided by law or these Bylaws. No proxy for a Director, however appointed, shall be counted for purposes of whether a quorum is present.
Section 9.11: Director Meeting Attendance
All Directors and Officers of the WSCPA will, at a minimum, attend 70% of all regularly scheduled meeting of the Board. Failure of any Director to meet this threshold may be grounds for removal from the Board under Article VI, Section 6.12.
Section 9.12: Conduct of Meetings and Rules of Order
The President or Vice President shall preside at all meetings of the Board, or in their absence, and Director then in office to whom the President delegates such authority.
Section 9.12.1: The President, or other person chairing the meeting in the President’s absence, may adopt reasonable rules of order governing the conduct of the meeting, so long as those rules are not inconsistent with these Bylaws, the corporation’s Articles of Incorporation, the Washington Nonprofit Corporation Act, or any resolution of the Board.
Section 9.12.2: Rules of order may, but are not required to, be consistent with a published authority on rules of order.
Section 9.12.3: In the interest of enabling Directors to maintain their fiduciary duty of confidentiality, other than by invitation of the Board of Director’s President or Vice President, attendance at meetings shall be limited to the members of the Board of Directors and the corporation’s Executive Director only.
Section 9.13: Order of Business
Regular business meetings of the Board of Directors may, but are not required to, be conducted in the following format:
- Call to order
- Introductions
- Acceptance of the current meeting agenda
- Review of the minutes of the last meeting
- President’s Report
- Executive Director’s report
- Correspondence
- Treasurer’s report
- Committee reports
- Old business
- New Business
- Good of the Order
- Adjournment
Section 9.14: Voting
The affirmative vote of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board except as otherwise provided in these Bylaws or applicable law. At any meeting of the Board at which a quorum is present, any business may be transacted, and the Board may exercise all of its powers, except as otherwise provided in these Bylaws. Each Director shall have one vote in matters coming before the Board. No proxy for a Director, however appointed, may cast a vote or be counted for the purposes of determining how many Directors are present at any meeting.
Section 9.15: Dissent or Abstention
A Director who is present at a meeting shall be presumed to have assented to the action taken at that meeting unless the Director’s dissent or abstention is entered into the minutes of the meeting, or unless the Director delivers (personally, by electronic means, or by mail) their dissent or abstention to such action to either the person acting as Secretary of the meeting before the adjournment of the meeting, or to the Secretary of the corporation immediately after the adjournment of the meeting, which dissent or abstention must be in writing. The right to dissent or abstain from any action shall not apply to a director who voted in favor of the action.
ARTICLE X - AREA OF REGIONAL DIRECTORS
Section 10.1: Area of Regional Directors: Regional Directors, one from each region, may be nominated by the Active Membership in that Region, or may be appointed by the Board. An election of a Regional Director by the members of a region will supersede an appointment by the Board. The person must have membership with an agency in the designated region and represent that region.
Section 10.2: Established Regions: The Board of Directors shall establish Regions within the State and shall be allowed to alter the boundaries and number of Directors as may be necessary. A two-thirds majority vote of the Board of Directors shall be required for alterations to the existing boundaries.
Section 10.3: Eight Regions: As of this writing, there shall be eight Regional Directors, one from each of eight regions and they shall be employed or reside within the region they represent.
- Region 1 shall include the following counties: Whatcom, Skagit, Island, and San Juan.
- Region 2 shall include the following counties: Snohomish and King.
- Region 3 shall include the following counties: Clallam, Jefferson, Grays Harbor, Mason, Kitsap, Pierce and Thurston.
- Region 4 shall include the following counties: Pacific, Lewis, Wahkiakum, Cowlitz, Clark and Skamania.
- Region 5 shall include the following counties: Okanogan, Ferry, Chelan, and Douglas.
- Region 6 shall include the following counties: Grant, Kittitas, Klickitat, and Yakima.
- Region 7 shall include the following counties: Pend Oreille, Stevens, Spokane, and Lincoln.
- Region 8 shall include the following counties: Franklin, Benton, Walla Walla, Asotin, Adams, Whitman, Garfield, and Columbia.
ARTICLE XI – ADMINISTRATIVE PROVISIONS
Section 11.1: Fiscal Year
The corporation’s fiscal year shall be the calendar year.
Section 11.2: Contracts, Checks, Deposits and Funds
The Board of Directors may authorize any officer or agent to enter into any contract, or execute and deliver any instrument in the name of the Association on its behalf. At a minimum, such authorization by a majority vote of the Board of Directors shall be recorded in the minutes of the Association.
Section 11.2.1: All financial instruments issued by this Association shall be signed by the Treasurer, President or Executive Director. Any expenditure over seven hundred and fifty dollars ($750) shall require Board approval.
Section 11.2.2: All funds of the Association shall be deposited in such banks, trust companies, or other depositories as the Board may direct.
Section 11.2.3: The Board of Directors may accept any financial instruments or money on behalf of the Association. Unless otherwise directed by the Board of Directors the funds shall be placed in the general fund.
Section 11.2.4: There shall be a review of all financial records of the Association at each meeting of the Board of Directors. Such records shall be reviewed and/or audited by a Certified Public Accountant annually.
Section 11.3: Loans Prohibited
The corporation shall make no loans to any officer or to any director.
Section 11.4: Salaries
No member of the Board of Directors or other members of the Association may receive a salary from the Association while conducting the business of the Association, incidental to their particular office or status.
Section 11.4.1: The Board may authorize payment for the actual expenses and travel allowance to such officers or members of the Board of Directors or Association member as may incur expenses in conducting the business of the Association. The Association may adopt their own scale for per diem, lodging, and travel expense, subject to change as needed.
Section 11.5: Books and Records
The corporation shall keep at its principal office in this state the following documents (in electronic or hard copy form:
- Current Articles of Incorporation and Bylaws.
- The most recent annual report delivered to the office of the Washington Secretary of State.
- Correct and adequate statements of accounts and finances.
- A list of current Directors and Officers names and addresses.
- Minutes of the meetings of the Board and all Board Committees.
- All records of all actions taken without a meeting by the Board and all Board committees.
Section 11.6: Awards
The Board of Directors of this Association may provide for any awards as they see fit for such services, actions, or accomplishments by any persons or organizations deemed deserving of such awards. These decisions must be presented to the Board for approval in adequate time to have the awards prepared prior to their presentation.
Section 11.7: Product Endorsements
Neither the Association, nor any member thereof, representing the Association, shall publicly endorse any product affiliated with the prevention of crime. Sponsorship by either the business or private sector does not constitute endorsement of any product or service and shall be permitted at the direction of the Board of Directors.
Section 11.8: Political Endorsements
The Washington state Crime Prevention Association is a non-partisan, apolitical organization. The Association shall not endorse any political party, candidate for office, nor will it endorse or oppose any legislation unrelated to the Association’s mission of contributing to the prevention of crime and reduction of criminal opportunity and victimization in the State of Washington.
Section 11.9: Publications
The Board of Directors may elect to publish and produce any publication in the nature of a periodical, pamphlet, text, handbill, or such device as deemed appropriate by the Board.
Section 11.10: Exempt Activities
Notwithstanding any other provision by these Bylaws, no director, officer, employee or representative of WSCPA shall take any action or carry out any activity by, or on behalf of, the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended, or by an organization to which contributions are deductible under Section 170 (c) (2) of such Code and Regulations as they now exist or as they may be amended.
ARTICLE XII – AMENDMENT
Section 12.1: Amendments to Articles of Incorporation
The Board may, by a majority of the Directors then in office, adopt amendments to the corporation’s Articles of Incorporation. No such amendment shall be delivered to the office of the Washington Secretary of State for filing, or take effect, until approved by such a vote of the Board.
Section 12.2: Amendments to Bylaws
The Board may, by a majority of the Directors then in office, adopt amendments to or restatements of these Bylaws, or repeal these Bylaws; provided that at least ten days advance written notice is provided along with a copy of the amendments to or restatements for which Board Approval is sought.
SECTION XIII – DISSOLUTION
Section 13.1: The Washington State Crime Prevention Association may dissolve and wind up its affairs when so authorized at a meeting of the Board of Directors upon the adoption of a resolution to dissolve by a vote of the majority of the Directors.
Section 13.2: Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation, which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax-exempt status under Section 501(c) (3) of the Internal Revenue Code.
Section 13.3: No part of the net earnings of this corporation shall ever inure to, be used for the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed, or to fiscally compensate bona fide employees.
Section 13.4: Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986.
Amended: March 2025