WASHINGTON CLAY ARTS ASSOCIATION
ARTICLE I: NAME
The name of this corporation is Washington Clay Arts Assoc
ARTICLE II: PURPOSE
WCA is an organization, open to all, dedicated to furthering
awareness of and appreciation for clay.
The purpose of this Corporation is to promote an exchange of
knowledge and information about all types of
ceramic arts and to promote mutual support, encouragement and ed
ucation for its members.
ARTICLE III: OFFICE
The Corporation shall maintain a permanent address and a Seattle
area phone number for the purpose
of WCA communication. The Board of the WCA may, at any time,
change address and/or the phone number.
The address and phone number must be maintained by a current board
member. The Corporation may also
have other offices at such places as the board may fix by reso
ARTICLE IV: MEMBERSHIP
Section 1. Classes and Voting: A member shall be entitled to
one vote on all matters for which
membership vote is required by law: the Articles of Incorporat
ion or the Bylaws of this Corporation. A
Member gains the opportunity to participate in all group ex
hibits of the WCA, attend all meetings, have voting
privileges, and receives discounts from our annual sponsors.
Section 2. Qualifications: A person shall become a member of t
he Corporation by payment made out to
the WCA of annual dues to the WCA treasurer or Membership Se
cretary. Dues for a full member shall be $25.
A Couples Membership shall be $40 for two people residing at
the same address, each with full membership
privileges. Dues may be changed by a majority vote of the Board o
f Directors. WCA officers are entitled to
free membership after serving two years in an officer
s post. This applies if the officer continues to serve in
the same post after two years, and if the person changes to ano
ther officer post.
Section 3. Expulsion: A member may be expelled by the Board aft
er giving the member 15 days written
notice of the expulsion and reasons for the act. The member sh
all be given an opportunity to be heard by the
Board or its designated agent, orally or in writing, at leas
t 5 days before the given date of the expulsion. The
written notice of the expulsion shall be given by certified
mail, sent to the last known address of the member
shown in the Corporation
s records. The decision of the Board or its designated agent s
hall be final, and shall
not be subject to any review or appeal by any court or oth
er persons. Any member who brings suit against
WCA automatically forfeits his/her membership.
Section 4. Annual Meeting: The annual meeting of the members
of this Corporation shall be held on
the second Sunday in January of each year, the Winter Social, at
3:00pm at a place to be decided by the Board.
Section 5. General Meetings: Notice of general meetings shall
be given in writing 5 times a year via
email. Additional meetings may be scheduled at the discretion of
Section 6. Quorum and Voting: Those members present at an ann
ual or general meeting constitute a
quorum. Action is taken by an affirmative vote of the majority
of the members present, but should consist of
-thirds of the members of the board, unless these bylaws or t
he applicable law provides
Section 7. Proxy Voting: There shall be no voting by p
at general membership meetings.
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ARTICLE V: OFFICERS
Section 1. Title: The officers of the Corporation shal
l be President, Vice President, Past President,
Treasurer, Secretary, Webmaster, Membership Secretary and List Serv
Section 2. Election: The officers of the corporation shal
l be elected by a majority vote of all members
present at the January Winter Social. The WCA officer posts are a mi
nimum of a one year commitment with
the option of serving longer. An officer may be re-elected wit
hout limitations on the number of terms that
s/he may serve. The term of Past-President shall be for one year f
ollowing the officer's term as President. Only
a board member may run for the office of President.
Section 3. Vacancies: If the President resigns before the upcomin
g Winter Social, any board member
may be nominated to fill the post for the remainder of the year
. Vacancies due to resignation of all other
elected officers shall be filled by a simple majority vote of th
e remaining board. Terms of office filled due to
vacancy by resignation will run until the upcoming January gen
eral meeting (Winter Social) at which time the
position may be filled by the regular election procedure. Any
WCA Member may run for a board position with
the exception of the position of President, and must attend t
he Winter Social in order to be nominated by any
member, seconded by any other member, and voted in by ballot pr
ocedure of all members present. The
winners of all contested elections are determined by the simple majo
rity result of a ballot vote of all members
present at the January Winter Social. Uncontested candidates may be vo
ted in to their chosen position by
hands raised in a simple majority response to being named along
with "All in favor?" or "Any opposed?" called
out by any board member currently serving as an officer.
Section 4. President: The President shall designate on reasonabl
e notice, the time and place of all
Board Meetings. The President shall preside over all meetings
of the membership and of the Board of
Directors. The President shall appoint such committees as may s
eem necessary or desirable and shall be an ex-
officio member on all standing committees. The President shall
in general perform the usual duties pertaining
to his/her office.
Section 5. Vice President: The Vice President shall act as an ai
d to the President and shall perform the
duties of the president in his/her absence. The Vice President
becomes President after expiration of the
Section 6. Secretary: The Secretary shall attend all general and
Board meetings and shall keep and
maintain records of all proceedings of the Board of Directors
and general meetings. The Secretary shall cause
the minutes to be distributed to the Board in a timely fashio
n after each meeting. The Secretary shall keep and
maintain the files and records of the Corporation and shall per
form such other duties as are incident to the
office of secretary.
Section 7. Treasurer: The treasurer shall be responsible f
or all fiscal matters of the Corporation and
shall maintain adequate books and records which accurately reflect t
he operations of the Corporation and its
assets and liabilities. The Treasurer shall also prepare or cause
to be prepared all quarterly, annual and such
reports and/or tax forms as ordered by law, and shall perform
such duties as are incident to the office of
Section 8. List Serve Manager: The List Serve Manager works clo
sely with the Membership Secretary to
track and informs members of upcoming meetings, proposed votes
, and distributes via email, online
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newsletters, bulletins and notifications regarding website up
dates and WCA Board reports as needed. The List
Serve Manager shall give notice of all meetings of the Board of
Directors whenever required.
Section 9. Membership Secretary: The Membership Secretary may p
rocess annual membership
payments, tracks annual membership, and provides contact information
for members to the list serve
Section 10. Webmaster: The Webmaster maintains the WCA website, makin
g changes and
improvements as needed.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. Duties: The affairs of the Corporation shall b
e managed by its Board of Director
Section 2. Chair: The President of the WCA shall act as ch
airperson to conduct meetings and perform
other duties imposed on her/him by the Board.
Section 3. Members at Large: Up to five Board Members At Large may
be appointed as needed by the
WCA Board. They shall attend at least four board meetings per
year. The term of office shall be one year.
Vacancy of an at-large board member position may or may not be f
illed at the discretion of the board.
Section 4. Number: The number of the Board of Directors shal
l consist of a minimum of seven officers
including board members at large.
Section 5. Term: Board members may be elected without limitatio
ns on the number of terms he/she
Section 6. Removal: Removal from the Board of Directors shall be c
aused by a unanimous vote of the
other Board Members.
Section 7. Quorum and Voting: All decisions of the Boar
d of Directors shall be by majority vote. A
quorum shall consist of a minimum
-thirds of the members of the board.
Section 8. Board Meetings: Regular meetings of the Board of
Directors shall be held at a time and place
to be determined by the Board of Directors. The Board shall mee
t a minimum of 5 times per year at the
discretion of the President.
ARTICLE VII: COMMITTEES
Section 1. The Board of Directors may establish committees as i
t deems necessary and desirable. Such
committees may carry out functions for the Board of Directors
or may be advisory committees.
ARTICLE VIII: INDEMNITY OF OFFICERS AND DIRECTORS
This corporation will indemnify its officers and directo
rs to the fullest extent allowed by Washington
ARTICLE IX: AMENDMENTS TO BYLAWS
These Bylaws may be amended by an affirmative vote of 2/3 of the mem
bers present at the meeting of
the general membership where the amendment is presented. This meeting s
hall be announced by the List
Serve Manager via email at least two weeks in advance.