August 2015

At the July 2015 Board meeting, WACO Vice President Tim Davidson advised
the Board that he had been approach by a WACO member with suggested
amendments to the WACO Bylaws. During the brief discussion that ensued, it
became clear that additional direction on the bylaw amendment process was in
order.

Amendment of the WACO Bylaws requires action by the WACO
membership. The Washington Non-Profit Act (RCW 24.03) sets the baseline
for bylaw amendments. RCW 24.03.070 vests the power to amend a non-profit
corporation’s bylaws in the Board UNLESS the articles of incorporation or bylaws
of the entity state otherwise. WACO’s bylaws specifically vest the authority to
amend the bylaws in the WACO membership.

Article XI: Any and all amendments to this Constitution and Bylaws must
be approved by majority vote of the general membership of the
Association in attendance at any annual meeting or properly called special
meeting; provided, however, that sufficient notice is given to the
membership of the Association.

The term “sufficient notice” is defined by RCW 24.03.080 as no more 50 days
and no less than 10 days before the meeting.

WACO has utilized an ad hoc Bylaws Committee in the past to review the Bylaws
and propose changes. Ad hoc committees are appointed by the WACO
President.

The WACO Bylaws require a majority vote of the WACO members in attendance
at the Annual Meeting (or a Special Meeting) to adopt Bylaws amendments.