AMERICAN CIVIL LIBERTIES UNION OF WASHINGTON, INC.

CONSTITUTION AND BYLAWS

(Amended December 02, 2023)

I. NAME

This corporation shall be known as the American Civil Liberties Union of Washington, Inc. (“ACLU-WA” or the “corporation”).

II. PURPOSE

The purposes of this corporation are enumerated in Article II of the Articles of Incorporation.
The corporation is an affiliate of and pursues its work in accordance with the mission, purpose, constitution and bylaws of the American Civil Liberties Union (ACLU).

III. MISSION STATEMENT; VISION

The ACLU of Washington (ACLU-WA) is a non-partisan civil liberties organization dedicated to protecting and advancing freedom, equity, and justice for everyone in Washington.

We envision a future where everyone in Washington, particularly those who have been historically and systematically denied full enjoyment of their promised civil liberties and rights, lives with dignity and equity, enjoying freedoms unimpeded by racial and economic injustice and other forms of oppression.

IV. MEMBERSHIP

1. Definition.  As set forth in the Articles of Incorporation, the corporation shall have no members, as such term is defined in Section 24.03A.010(45) (or any successor provision) of the Washington Nonprofit Corporation Act (Chapter 24.03A of the Revised Code of Washington) (the “Act”). The corporation may, however, refer to persons associated with it as “member” or “Corporation member” even though such persons are not members within the meaning of the Act.  Any reference to a “member” or “membership” in these Bylaws indicates a non-statutory member and not a member as defined in the Act.  Members of the corporation, if any, will have no voting rights. The membership of this corporation, which are not members under the Act, shall consist of all persons in Washington, paying membership dues, as prescribed by the ACLU and may have other qualifications as determined by resolution of the Board from time to time.
2. Membership Participation.  Member participation in advocating for civil liberties shall be encouraged and opportunities shall be provided through in-person events, meetings, and online actions. Members are also permitted to submit nominations for board members and propose amendments to the affiliate’s bylaws. The process to do so is outlined in the “About Us” section of our website, https://www.aclu-wa.org.
3. Termination of Membership.  The ACLU of Washington shall not terminate a membership for any reason other than non-payment of dues or resignation of the member. This provision is intended specifically, but not exclusively, to ensure that no person shall be expelled for political beliefs or membership in political parties or other organizations.
4. Use of Membership Lists.  The ACLU-WA does not share membership lists for non-ACLU purposes.

V. BOARD OF DIRECTORS

1. Composition.  The corporation shall be governed by a Board of Directors (also referred to as “Directors” or the “Board”), who will serve as trustees of this corporation, in administering corporation funds pursuant to the purposes of the corporation. The Board shall be composed of 18 to 22 Directors, who must be residents of Washington State and elected by a majority of the current Directors for staggered, three-year terms pursuant to such rules as the Board of Directors may adopt. Within that range, the number of Directors at any given time shall be determined by the Governance Committee, provided that no decrease in the number of Directors shall shorten the term of any incumbent Director. If the Governance Committee chooses to increase the number of Directors between elections, the term for any Director added shall run only until the next election.
2. Powers.  The Board of Directors bears full responsibility for governance of the ACLU-WA.
3. Responsibilities.  Each Director is expected to make a major commitment of time and effort to the activities of the corporation, including its financial well-being. Such activities shall be spelled out by the Governance Committee and shall be made known to prospective Directors. Each Director, when discharging the duties of a Director, shall act in accordance with RCW 24.03A.495 (Standards of Conduct for Directors).
4. Nominations.  Nominations for Directors shall be made by a Governance Committee, which is composed of the Vice President, who shall serve as chairperson, and three to five other Directors appointed by the President. The Governance Committee shall report to the Board prior to each regular election. The Governance Committee shall be guided by the necessary skill sets required by the Board and the affiliate’s commitments to geographic diversity as well as diversity, equity, and inclusion. 
5. Elections.  Directors shall be elected pursuant to such rules as the Board of Directors may adopt.
6. Term Limit.  Directors may be considered for re-nomination and re-election at the end of each three-year term, but may not be nominated to serve more than three three-year terms consecutively. However, the Governance Committee may nominate a Director to serve a fourth consecutive term if it believes doing so is in the best interests of the corporation (e.g., to preserve specific knowledge, skills, or qualities on the board that benefit the corporation and that would be difficult or impossible to replace through a new Director). No more than two Directors serving beyond three consecutive terms shall sit on the board at any given time. Directors who leave the board after reaching the term limit may be considered for re-nomination and re-election after being off the board for at least three years.
   1. If a Director’s third term ends while that Director is serving in a leadership role (e.g., officer, national board representative, etc.), the Director’s board term shall automatically be extended until the term of the current leadership role expires, at which time the Director’s board term shall also expire.
7. Vacancies.  Vacancies on the Board of Directors may be filled for the remainder of the term by a majority vote of the remaining Directors. Notice of an existing vacancy and of any candidate proposed by the Governance Committee shall be sent to all Directors at least five days prior to the meeting at which the election is to be held. Nominations may also be made by Directors from the floor, provided that the person so nominated is present or has signified in writing a willingness to serve and to fulfill the responsibilities of a Director.
8. Removal.  A Director may be suspended or removed for cause which may include (a) violation of fiduciary responsibility, (b) violations of ACLU-WA policies, (c) non-performance of duties, (d) conduct that harms the interests or goals of the corporation; or (e) any other reason provided by statute (RCW 24.03A.530); provided that a Director may not be suspended or removed because of substantive policy disagreements. The President shall provide the Board with written notice of the proposed vote to suspend or remove a Director, and at a regular or special board meeting called for that purpose, the Director at issue shall have an opportunity to be heard before a vote on suspension or removal. A two-thirds affirmative vote of the Directors present at the meeting is required to suspend or remove a Director. A Director may resign at any time, pursuant to statute (RCW 24.03A.525).

 

VI. MEETINGS

1. Meetings.  Regular meetings of the Board of Directors shall be held at such places and times as may be fixed by the Executive Committee. Special meetings may be called by the President or any ten Directors, giving three days’ notice to each Director.
2. Meeting Participation by Remote Communication.  Directors or committee members may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously participate with each other at the same time. Participation by such means shall constitute presence in person at a meeting. For any meeting at which one or more Directors may participate by means of remote communication, the corporation shall deliver notice of the meeting to each Director by a means which the Director has authorized and provide complete instructions for participating in the meeting by remote communication.  Meetings held by remote communication will follow the provisions of the Washington Nonprofit Corporation Act to the greatest practicable extent.
3. Notice.  No notice for regular meetings shall be required. Notice for special meetings may be provided (a) in writing and delivered or mailed to each Director at his or her address shown on the records of the corporation, (b) by personal communication, including oral notice, with each Director, or (c) in an electronic transmission, and in each case must be effective not less than 48 hours before the meeting. If notice is delivered via regular mail, the notice shall be deemed effective 5 days following deposit in the official government mail properly addressed with postage thereon prepaid. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of a special meeting, except that notice of a meeting of Directors at which removal of a Director is to be considered shall state that the purpose, or one of the purposes, of the meeting is removal of the Director
4. Waiver of Notice.  Any Director may waive notice required by the Act or these Bylaws either before or after the meeting by providing a written waiver in the form of a record executed by the Director entitled to the notice, and filed with the minutes or corporate records, unless such waiver is due to attendance.  Attendance at or participation in a meeting waives any required notice to the Director of the meeting, unless the Director immediately objects to the holding of the meeting and does not vote or assent to action taken at the meeting.
5. Quorum.  A quorum shall consist of a majority of the Directors entitled to vote, and any action taken by a majority vote at which a quorum is present shall be the action of the Board, except as otherwise provided herein.
6. Rules.  The Board of Directors may adopt standing rules that are consistent with these by-laws.
7. Action Without Meeting.  Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors then in office.
8. Attendance.  Directors are expected to attend all seven regularly scheduled meetings per calendar year of the Board of Directors. Attendance at national ACLU Board or Executive Committee meetings that conflict with ACLU-WA board meetings will not be considered an absence.  In the event a Director is unable to attend a regularly scheduled meeting, the Director shall notify the Board President or Secretary-Treasurer.  Directors will receive an attendance warning notice from the Board President or Secretary-Treasurer if they miss two regularly scheduled meetings in any calendar year.  Directors who miss a third regularly scheduled meeting will be notified by the Board President or Secretary-Treasurer that they are being removed from the Board for non-attendance.  A Director so notified may petition the Board President, Vice President, and Affiliate Equity Officer to show good cause to remain on the Board.  The petition may be granted by majority vote of the petitioned officers.  At any time during their electoral year, a Director may seek approval of a leave of absence from the Board President and Secretary-Treasurer. Decisions of the Board President and Secretary-Treasurer regarding whether to grant a leave of absence and the duration of any leave are final.
9. Board Meetings Presumptively Closed.  Due to the confidential (and often privileged) nature of many of the topics discussed during board meetings, such meetings shall be open only to current Directors and invited staff. By a majority vote, the Board or the Executive Committee may invite other individuals to attend any portion of a meeting. In such instances, the identity of the guests and the portion of the meeting they attended shall be recorded in the minutes.
10. Attendance at Executive Committee Meetings.  Executive Committee meetings are open to any ACLU-WA Director, unless the Committee votes to declare a meeting closed by a 2/3 affirmative vote of committee members present and voting. Closure shall be decided on a case-by-case basis, with justification stated in the minutes. Executive Committee meetings are not open to non-Directors of the ACLU-WA. However, by majority vote, the Executive Committee may invite anyone to attend any portion of a meeting, whether or not otherwise closed.  Only Directors may vote on matters before the Executive Committee.
11. Minutes.  Complete and contemporaneous minutes shall be kept of all meetings of the Board of Directors and the Executive Committee, whether open or closed. A permanent file of Board minutes shall be maintained under the supervision of the Executive Director in the ACLU-WA office or other secure location. Minutes of the closed portion of any meeting shall be kept confidential and filed by the Executive Director or Secretary-Treasurer.

 

VII. COMMITTEES

1. Board Committees.  In addition to committees identified in these bylaws, the Board shall establish such committees as it deems useful to advancing the work of the Board. Board Committees may not have any voting members of the committee who are not Directors.
2. Advisory Committees.  The Board may establish such advisory committees as it deems useful to advancing the work of the Board. Members of such committees need not be Directors and such committees may not exercise any powers of the Board of Directors.

VIII. OFFICERS AND EXECUTIVE COMMITTEE

1. Officers.  The officers of the corporation shall be President, Vice President, Secretary-Treasurer, and National Board Representative. Officers will serve until their respective successors have been elected or appointed or until their earlier removal or resignation.  Any officer with discretionary authority shall discharge such individual’s duties under that authority in accordance with the standards of conduct for officers under RCW 24.03A.590.
2. Composition of Executive Committee.  The President, Vice President, Secretary-Treasurer, National Board Representative, Affiliate Equity Officer, and one other Director who shall be elected by the board, shall constitute the Executive Committee of the Board.
3. Duties
   1. President.  The President shall preside at Board and Executive Committee meetings; shall make committee appointments, unless provided otherwise in these bylaws or when the board creates the committee; and is the primary spokesperson for the Board of Directors. The President, acting for the Board, supervises the Executive Director.
   2. Vice President.  The Vice President shall perform the duties of the President in the President’s absence, and shall serve as the chair of the Governance Committee. In the event of a vacancy in the office of President, the Vice President shall succeed to that office, until an election is held.
   3. Secretary-Treasurer.  The Secretary-Treasurer shall oversee the preparation of the minutes of the Board and the Executive Committee, the recording of Board attendance, and the notification to the Board of vacancies. The Secretary-Treasurer ensures that the office keeps an up-to-date book of Board policies and resolutions. The Secretary-Treasurer signs official copies of board resolutions that are needed from time to time by financial institutions. The Secretary-Treasurer chairs the Budget, Audit, and Investment Committee and appoints its members. The Secretary-Treasurer supervises the financial affairs of the ACLU-WA and may conduct personal inspection of the books. The Secretary-Treasurer shall make regular financial reports to the Board, and, with the Executive Director, shall present the annual budget for adoption by the Board.
   4. National Board Representative.  The National Board Representative shall represent the ACLU-WA to the national Board of Directors.
   5. Affiliate Equity Officer.  The Affiliate Equity Officer shall perform the duties enumerated in the Equity, Diversity, and Inclusion at the ACLU-WA Policy and Plan; prepare and submit any reporting required by National ACLU’s equity program; lead the Board’s efforts to continuously evaluate its and the corporation’s practices, policies and decisions in the areas of equity, diversity, and inclusion; chair any committees established to address issues of equity, diversity,  and inclusion; report to the board annually on the corporation’s progress; work as a strategic partner to the Executive Director or their delegate to advance equity, inclusion and diversity; and when the Washington State affiliate of the American Civil Liberties Union is hiring a new Executive Director, fulfill special responsibilities as identified by the National Affiliate Equity Officer.
   6. Executive Committee.  Directors who sit on the Executive Committee have responsibilities greater than those of other Directors and are expected to act as leaders of the Board. The Executive Committee may take action on behalf of the Board in matters of such urgency that decisions must be made before the next Board meeting, subject to approval of the Board at its next meeting. No such emergency actions shall be of greater scope than the immediate situation requires. The Committee may also make decisions on routine internal administrative matters and other matters delegated by the Board.
4. Terms.  All officers and Executive Committee members other than the National Board Representative shall be elected for two-year terms by the Board of Directors at the regular January meeting in odd-numbered years. The National Board Representative shall be elected for a three-year term beginning in 2015. The date of the election of the National Board Representative will be set by the Governance Committee to accommodate the transition between Representatives and the dates of the national board meetings.
5. Nominations.  Nominations for officers and membership on Executive Committee shall be made by the Governance Committee. The report of the Governance Committee shall be submitted in writing to the Board of Directors at least five days before the January Board meeting. Additional nominations may be made from the floor, provided that the person so nominated is present or has signified in writing a willingness to serve. All candidates for National Board Representative must meet any qualifications specified by policies of the National Board then in force.
6. Elections and Vacancies.  Officers and Executive Committee members shall be elected in a manner that ensures that all candidates elected receive a majority of the votes cast. Upon the vacancy of any officer or Executive Committee position, the Governance Committee shall nominate one or more persons to serve the unexpired term.

 

IX. GENERAL PROVISIONS

1. Compensation.  The Board of Directors may determine reasonable compensation paid to officers and employees for services rendered, or reimburse reasonable expenses incurred in connection therewith. Directors shall receive no compensation for their services as Directors but may receive reimbursement for reasonable travel and actual expenses incurred in attending meeting and performing other duties on behalf of the corporation.
2. Records.  At all times the corporation shall maintain: (1) a permanent record of (a) minutes of all meetings of the Board of Directors; (b) a record of all actions taken by the Board of Directors by unanimous written consent;  (c) a record of all actions taken on behalf of the corporation by a committee of the Board; and (d) a copy of such documents as may be required to be made publicly available under the Internal Revenue Code of 1986, as amended, including copies of its application for recognition of tax-exempt status on Form 1023 and copies of its Form 990 (2) a current copy of (a) the corporation’s articles of incorporation or restated articles of incorporation and all amendments to them currently in effect; (b) the corporation’s bylaws or restated bylaws and all amendments to them currently in effect; (c) a list of the names and business addresses of the corporation’s current Directors and officers; and (d) the corporation’s most recent annual report; and (3) appropriate accounting records.
3. Fiscal Year.  The fiscal year of this corporation shall be the twelve months beginning on the first day of April in each year unless and until it is changed by the Board of Directors.
4. Action in an Emergency.  An emergency exists if a quorum of the directors cannot readily be assembled because of some catastrophic event. A catastrophic event is a sudden, natural, or man-made situation where rapid change and destruction has occurred that has limited normal functions in daily living, including communications and travel. In anticipation of and for the duration of an emergency, the Board of Directors will have the authority to modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent, and to take those actions necessary to preserve the corporation and ensure that the corporation acts in accordance with its purposes. During an emergency, notice of a meeting of the Board of Directors need be given only to those directors it is practicable to reach and may be given in any practicable manner. The quorum required under these bylaws need not be established at such meeting. One or more officers of the corporation present at a meeting of the Board of Directors may be deemed to be directors for purposes of the meeting. Corporate action taken in good faith during an emergency to further the purposes and the ordinary affairs of the corporation binds the corporation and may not be used to impose liability on a director, officer, employee, or agent.

X. AMENDMENTS

Any Director may submit a proposed amendment to these bylaws, which shall be considered at a duly called meeting of the Board. The proposed amendment, along with notice of the time and place of the meeting, shall be mailed to all Directors at least 8 days in advance of the meeting. Adoption shall be by affirmative vote of 2/3 of those voting, a quorum being present. The Board may revise properly noticed proposed amendments prior to their adoption.