Current IACC Bylaws:

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BYLAWS
FOR THE
INFRASTRUCTURE ASSISTANCE COORDINATING COUNCIL

SEPTEMBER 2000

Article I
Offices

  1.1        Business Office:  IACC’s business office is located at the office of the IACC Secretary or such other place as the Executive Board may designate.

Article II
Definitions

2.1        General Members:  Individuals who are associated with the IACC but do not have voting rights.

2.2        Infrastructure:  Basic components, both natural and built, necessary for our communities to function.

2.3        Voting Members:  Individuals representing a registered program who have voting rights, as explained in Article III, § 3.2.

2.4        Program:  A federal, state, or private organization or program or division thereof that has a distinct function, mission, or budget that relates to infrastructure development and/or maintenance.

2.5        Written:  Communicated through letter, memorandum, or electronic mail. 

Article III
Membership, Voting and Meetings

3.1        Membership:  Membership is open to anyone interested in the future of infrastructure in the state of Washington.

3.2    Voting Rights:  Each program or organization that is registered as an IACC member is entitled to one vote.  Voting rights are reserved for members representing governmental programs or nonprofit organizations that provide financial or technical assistance to Washington State local governments and/or tribal governments for infrastructure projects.  That vote may be cast by anyone designated to do so by the program.  Such designation shall be in writing.  Votes may be cast on the following issues:

• The election and/or removal of members of the Executive Board (a.k.a. Board of Directors);
• The election and/or removal of corporate officers;
• The merger or consolidation of the IACC;
• General administrative issues;
• The sale, lease, exchange, purchase, or disposition of all or some of the IACC property and assets;
• The dissolution of the IACC;
• Modification of the Bylaws or Articles of Incorporation; and
• Other issues deemed appropriated by the Executive Board.

3.3        Acquiring Voting Rights:  An initial list of registered programs was created on September 6, 2000.  The list of registered programs will be adopted and awarded voting rights at the November 1, 2000 Board Meeting.  Thereafter, a program wishing to acquire IACC voting rights must request such rights in a letter submitted to the Secretary.  A majority vote of the IACC members is needed to approve voting rights.  A program that loses or rescinds its voting rights may reacquire those rights in this same manner, but the program must be represented at two consecutive business meetings prior to being allowed to vote.  The program may vote at the second of these consecutive business meetings.

3.4    Program Registry:  The Secretary will maintain the official registry of programs associated with the IACC.  The registry will be updated annually.  The registry will be used to determine voting rights and quorums prior to action being taken by the IACC.

3.5    Quorum:  A majority of members entitled to vote constitutes a quorum at a meeting of the members.  A majority of directors constitutes a quorum at a meeting of the Executive Board.

3.6    Business Meetings:  IACC will have four business meetings of its voting members each calendar year.  General members may attend these meetings but may not vote on motions.  The dates and times of these meetings will be set for the next year at the last meeting of the current year or as soon thereafter as possible.

3.7    Special Meetings/Events:  The Chair may call special meetings to conduct business.  The Chair must provide written explanation of the need for the meeting prior to or during the special meeting.  IACC may elect to hold events during the course of a calendar year.  Attendance at special meetings and events is not considered when determining the official attendance of a program during a calendar year.

3.8    Attendance:  Registered programs must be represented at a minimum of three of the four business meetings held each calendar year.  Programs shall lose their voting rights if they are not represented at three of the four business meetings in a calendar year.  General members are encouraged to attend the business meetings and any special meetings held or sponsored by IACC.

3.9    Notice of Meetings:  The Secretary will send notice to all general and voting members not less than ten (10) nor more than fifty (50) days before the business meetings.  Notices for special meetings will be sent as early as possible.

Article IV
Officers

4.1        Officers:  The Officers of IACC will be the Chair, Vice-Chair, Secretary, and Treasurer.  Other officers may be elected or appointed by the Executive Board.  Any officer may be assigned any additional title that the Executive Board deems appropriate.

4.2    Election and Term of Office:  The officers will be elected at the last meeting of the membership during the odd-numbered calendar years (i.e. 2001, 2003, etc.) or at a special meeting held no later than December 15^th of that year. 

4.3        Vacancies:  Any vacancy may be filled by a majority vote of the Executive Board for the unexpired portion of the term.

4.4        Resignation:  Any officer may resign at any time by providing written notice to any other officer or by giving oral or written notice at any business meeting or Executive Board meeting.  Acceptance of the resignation is not necessary for it to be effective.

4.5        Removal:  Any officer, either elected or appointed, may be removed from office by a majority vote of the Executive Board whenever in the Board’s judgment the best interests of the IACC would be served by such action.

4.6        Chair – Duties:  The Chair is the chief executive officer and, subject to the control of the Executive Board, supervises and controls all of the assets, business, and affairs of the IACC.  The Chair is the President of the Executive Board.  The Chair presides over meetings of the members and the Executive Board.  The Chair may sign deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution of such instruments have been expressly delegated by the Executive Board or the Bylaws to some other officer or are required by law to be otherwise signed or executed by some other officer.  In general, the Chair performs all duties incident to the office of Chair and other duties as are assigned to the office.  The Chair votes only in the case of ties.

4.7        Vice-Chair – Duties:  In the event that the Chair is for any reason unable to perform the duties of the office, the Vice-Chair performs the duties of the Chair, except as may be limited by the Executive Board with all the powers and restrictions upon the Chair.  The Vice-Chair performs other such duties as assigned to the office by the Chair or the Executive Board.

4.8        Secretary - Duties:  The Secretary is the Secretary of both the IACC and the Executive Board.  The Secretary ensures that the minutes of meetings of the members and the Executive Board are taken and maintained, sees that notices of meetings and events are duly given in accordance with the provisions of the Bylaws or as required by law, maintains the IACC records or appoints a person or entity to maintain those records, and ensures that contracts and other instruments are properly maintained, and, in general, performs all duties incident to the office of Secretary and duties assigned by the Chair or the Executive Board.  The Secretary maintains the official registry of member programs.

4.9        Treasurer - Duties:  The Treasurer is responsible for all funds and securities of IACC, ensures that all monies due and payable to IACC are properly received and secured, ensures that all such monies are properly deposited in the IACC account(s), and, in general, performs the duties incident to the office of Treasurer and duties assigned by the Chair or the Executive Board.  The Treasurer prepares and presents a financial report at the last business meeting in each calendar year and presents status reports to the members periodically throughout the year.  The Treasurer maintains all official records and prepares reports and forms necessary to maintaining its nonprofit business status, including but not limited to those required by the IRS and the Washington State Secretary of State’s Office.

4.10  Salaries and Reimbursement:  The officers serve without salaries unless they are employees of IACC.  Officers may receive reimbursement for expenditures incurred on behalf of IACC upon approval of the Executive Board.

Article V
Board of Directors

5.1        Name:  The IACC Board of Directors will be known as the Executive Board.

5.2        General Powers:  The business affairs of the IACC are managed by the Executive Board.

5.3        Number of Directors:  The Executive Board consists of no fewer than nine (9) directors, including the four officers of IACC and five persons who represent the five groups of members, i.e. federal programs, state programs, local government associations, nonprofit organizations, and tribal organizations.  Each of the groups will have one director representing them.  The number of directors may be changed by amending the Bylaws, provided that no decrease in number shortens the term of any incumbent director.  The Chair casts a vote only to break a tie.

5.4        Qualifications:  Directors must be members of IACC.  The four officers are directors.  One director will represent federal programs, one will represent state programs, one will represent local government associations, one will represent nonprofit organizations, and one will represent tribal organizations.  Directors may have other qualifications as prescribed by the Executive Board and included in the Bylaws.  If a general member is elected to the Executive Board, then that member may vote on all issues brought before the Executive Board.

5.5        Election:  The directors representing the groups noted above are elected at the last business meeting held in the even numbered years, thereby creating a rotation with the officers who are elected in the odd numbered years.

5.6        Term of Office:  Unless a director is unable to perform his/her duties, the director will hold the office for two years.  There is no limitation on the number of terms a director may serve.

5.7        Vacancies:  A vacancy on the Executive Board shall be filled by a majority vote of the remaining directors, even if there is no longer a quorum.  A director who fills the vacancy serves out the unexpired term

5.8        Resignation:  Any director may resign at any time by providing written notice to any other officer or by giving oral or written notice at any meeting of the Executive Board.  Acceptance of the resignation is not necessary for it to be effective.

5.9        Removal:  Any director, either elected or appointed, may be removed from office by a majority vote of the Executive Board whenever in the Board’s judgment the best interests of the IACC would be served by such action.  Directors, including the entire Executive Board, may be removed from office, with or without cause, by a two-thirds vote of the members entitled to vote.

5.10    Compensation and Reimbursement:  The directors serve without salaries unless they are employees of IACC.  Directors may receive reimbursement for expenditures incurred on behalf of IACC upon approval of the Executive Board.

5.11    Meetings:  The Executive Board meetings coincide with the quarterly meetings of the members.

Article VI
Committees

6.1        Appointment:  Standing and/or ad hoc committees may be created by a motion that receives a majority of votes from the members.  The Chair may fill vacancies in, change the size or membership of, and discharge any committee.  The powers associated with any committee are authorized by the motion used to create the committee.

Article VII
Employees

7.1        The Executive Board may establish such positions of employment as it deems desirable and shall fix the salaries for such positions.  

Article VIII
Administrative Provisions

8.1        Books and Records:  IACC keeps correct and accurate records of its Bylaws, Articles of Incorporation, contracts, minutes, registry of membership, names and addresses of its members, officers, and directors, and other records as may be necessary at its principle office.  All books and records are open at any reasonable time to inspection by members.

8.2        Accounting Year:  The accounting year shall be the twelve-month period ending December 31.

8.3        Rules of Procedure:  The rules of procedures at meetings are those in Robert’s Rules of Order on Parliamentary Procedure.

Article IX
Amendments

9.1        The Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the vote of a majority of the members entitled to vote.

THE FOREGOING BYLAWS WERE ADOPTED BY THE BOARD OF DIRECTORS ON SEPTEMBER 6, 2000.

Jacquie Andresen, Secretary