WASHINGTON CAREER DEVELOPMENT ASSOCIATION BYLAWS
Ratified May 18, 2018
ARTICLE I
NAME, AFFILIATION, AND PURPOSE
Section 1. Name.
The name of the organization shall be the Washington Career Development Association (hereafter referred to as WCDA or as the Association).
Section 2. Affiliation.
WCDA is a division of the National Career Development Association (hereafter referred to as NCDA) and shall be subject to those provisions of its Bylaws that apply to divisions.
Section 3. Mission and Purpose.
A. Mission Statement. The mission of the Washington Career Development Association is to cultivate career knowledge and encourage innovation through community and professional education. To achieve this, WCDA fosters a partnership amongst Washington career development professionals (including practitioners and related support staff) by providing training opportunities, encouraging collaboration and a sense of community, promoting public understanding, inspiring innovation and research, and raising awareness.
B. Purpose. The Association is organized exclusively for charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to the following:
1. To provide professional development and training opportunities for Washington career professionals to inform them of the latest and most helpful resources, theories, techniques, and career development issues.
2. To encourage a supportive and collaborative sense of community among career development professionals from business/industry, elementary/secondary schools, colleges/universities, public/private/nonprofit agencies, and private practices and create a network to connect them with professional development events and opportunities available throughout the region.
3. To promote a greater public understanding of the meaning of work and career, and foster career development over the lifespan.
4. To inspire innovation and research to inform and enhance career development practice.
5. To increase awareness of statewide issues related to career counseling and development.
ARTICLE II
MEMBERSHIP
Section 1. Categories of Membership. There will be four general categories of membership in WCDA: Regular, new professional, retired, and student. All may vote, and all who are also NCDA members, except student members, may hold an elective office in the Association. WCDA aims to be an inclusive organization and welcomes members from all professional backgrounds who have a commitment to career development. The categories of membership shall be determined in accordance with the following:
A. Regular Members. Regular members are those who have an interest in career development and have a desire to uphold the purpose and principles of WCDA. It is anticipated, but not required, that Regular Members have related experience and education/training or are employed as career practitioners or work in other career development related positions.
B. New Professionals. New professionals are those who have entered the field of career development within the last year or those who are interested in entering the field within the next year and have a desire to uphold the purpose and principles of WCDA. Members qualify for this rate during the first year of membership.
C. Retired Members. Retired members are those who have retired from the field of career development and have a desire to uphold the purpose and principles of WCDA.
D. Student Members. Student members are those currently enrolled in academic programs, have an interest in career development, and have a desire to uphold the purpose and principles of WCDA.
Section 2. Continuity of Membership. Membership in WCDA shall be continuous on an annual basis from July 1 to June 30. New members joining March through June will be considered members from time of payment through June 30 of the following year.
Section 3. Termination of Membership.
A. A member may be dropped from membership for unethical behavior as defined in the Code of Ethics of the National Career Development Association (NCDA) or for conduct that tends to injure the Association or to affect its reputation adversely. Any charge relating to unethical behavior or misconduct by a member shall be presented to the Board over the signatures of two other members. The Board shall investigate the charges and, if found to have substance, the Board shall counsel the member with a view toward possible modification of behavior. Failing appropriate behavior modification, the Board shall determine appropriate action. The Board shall have the power to terminate membership in the Association. However, before taking such action, the Board shall notify the member of the precise nature of the charge and provide them an opportunity to present evidence on their own behalf.
B. A member will be dropped from membership for non-payment of dues after at least four months lapse and a month prior notification.
ARTICLE III
FINANCES
Section 1. Dues and Assessments. The following procedures shall be followed in establishing WCDA dues and assessments, in addition to those required by the Bylaws of NCDA:
A. Annual dues for all categories of membership shall be established by the Executive Board, subject to approval of the Association at its annual meeting. Current annual dues are established at $25 for regular members and $15 for all other categories.
B. The Board may specify the manner in which dues and assessments shall be collected.
Section 2. Fiscal Year. The fiscal year of WCDA shall be July 1st through June 30th.
ARTICLE IV
NOMINATIONS AND ELECTIONS
Section 1. Procedures. The Nominations and Elections Committee (as specified in Article VII, Section 1 B) shall follow the following procedures.
A. Nominations. Members may be nominated for office in one of two ways:
(1) A call for nominations shall be officially communicated to WCDA members at least 60 days prior to the circulation of ballots.
(2) The Nominations and Elections Committee shall canvass members for names of suitable nominees.
(3) A member may be nominated for any elective office by any member in good standing. The nomination shall be in writing (paper or by email) to the Chairperson of the Nominations and Elections Committee.
(4) All nominations must include:
(a) A professional resume from the nominee.
(b) A letter from the nominee stating his or her willingness and ability to serve.
(c) When applicable, documentation from the nominee’s employer recognizing
the time and resource commitment involved.
(5) A list of the names of all persons nominated for all elective offices by procedures (1) and (2) in ARTICLE IV, Section 1.A. shall be distributed by the Nominations and Elections Committee to all voting members of the Association by mail or e-mail. Such information shall also include instructions regarding the submission and deadline for submission of ballots.
B. Special Elections. Special elections may be held in the event of an unexpected Executive Board vacancy and shall be managed by the Officers of the Association.
ARTICLE V
EXECUTIVE BOARD
Section 1. Composition
A. The Executive Board of Directors shall consist of the Officers and Members At-Large
B. Officers and Members At-Large must be members of WCDA and NCDA and remain so during their term of office.
C. The Officers of the Association shall be the President, President-Elect, immediate Past-President, Secretary, and Treasurer.
D. At least three Members At-Large shall serve on the Board and may be assigned various responsibilities by the Board as needs are identified. Other Members-At-Large may be added at the discretion of the Board in response to specific needs.
E. Terms will begin July 1 and end on June 30.
Section 2. Method of Selection.
A. The President-Elect, Secretary, Treasurer, and Members At-Large shall be elected in accordance with ARTICLE IV.
Section 3. Terms of Office.
A. The President-Elect shall be elected annually and shall hold office for one year or until his or her successor is chosen.
B. The President-Elect shall succeed to the Presidency for a one-year term and then to Past-Presidency for a one-year term.
C. The Secretary and the Treasurer shall each serve for a two year term and shall be elected on alternating years (Secretary on odd numbered years and Treasurer on even numbered years)
D. The Members At-Large shall serve for a two year term and shall be elected on alternating years.
E. In the event of resignation, continued absence, illness, or death of any officer other than the President, the Board shall, by majority vote, decide to leave the position vacant or assign a current board member to fill the position until the next election, or hold a special election and, by majority vote, select a successor to serve the remainder of the term. In the event that the President-Elect is unable to assume the duties of President, the Board may, by majority vote, elect a member of the Board to serve as President until his or her successor is elected and takes office.
Section 4. Functions of Officers
A. President. The President shall:
(1) Demonstrate leadership in the achievement of the mission of WCDA.
(2) Prepare the agenda for Executive Board meetings, notify Board members, and preside over the meetings.
(3) Appoint chairpersons of all WCDA committees.
(4) Serve ex officio on all WCDA committees except the Nominations and Elections Committee.
(5) Serve as a tie breaker of the Board when needed
B. President-Elect. The President-Elect shall:
(1) Perform the duties of the President in the absence or incapacity of the President.
(2) Serve as Chairperson of the WCDA Nominations and Elections Committee.
(3) Carry out such other duties and responsibilities as may be assigned by the Executive Board.
C. Past-President. The immediate Past-President shall:
(1) Serve as Chairperson of Program Activities including the annual PDI, webinars, workshops, and other events as directed by the Board.
D. Secretary. The Secretary shall:
(1) Keep a record of proceedings of the Executive Board and Association meetings and make them electronically available to members.
E. Treasurer. The Treasurer shall:
(1) Assist in the preparation of the budgets for WCDA, its committees, and its publications.
(2) Follow accepted procedures for handling the funds of WCDA.
(3) Recommend to the Executive Board any needed modifications in procedures for managing the fiscal affairs of WCDA.
F. Regional Chapter Representatives
(1) Each approved Regional Chapter shall have an appointed Representative on the Executive Board to serve as liaison between WCDA and the Regional Chapters.
(2) The Representative will be responsible for ensuring that monthly financial reports and documents are made on Chapter finances and activities by the 15th of the following month.
(3) The Representative may serve as an elected Officer of the Board while fulfilling duties as Regional Chapter Representative.
G. Members At-Large. The Members At-Large shall:
(1) Serve as members and Chairpersons of WCDA Committees.
(2) Carry out such other duties and responsibilities as may be assigned by the
Executive Board.
Section 5. Sanction and Removal from Office. Any Executive Board member may be sanctioned or removed from office in accordance with procedures as prescribed by official policy of the Association.
Any member of the Executive Board may be sanctioned by a majority vote or removed from office by a two-thirds vote of the Executive Board any regular or special meeting of the Executive Board at which a quorum is present for: (1) Engaging in conduct prejudicial to the best interest of the Association or (2) for repeated failure to perform the duties and responsibilities of an Executive Board Member, or (3) for failure to renew WCDA or NCDA membership.
Section 6. Functions of the Executive Board. The Executive Board shall be the agency through which the policies of the Association are determined and will have the following powers and functions:
A. To establish policies to govern the affairs of the Association.
B. To act on recommendations from the Standing Committees such special committees as are responsible to the Board.
Section 7. Meetings of the Executive Board.
A. The Executive Board shall meet at least twice a year. Other meetings of the Executive Board may be called by the President or by a majority vote of the Executive Board.
B. At least one-half of the members of the Executive Board shall constitute a quorum throughout any meeting of the Executive Board at which official business is transacted.
ARTICLE VI
BOARD MEMBERS LIABILITY LIMITATIONS
Section 1. Board Member Liability Limitations. A board member shall have no liability to the Corporation for monetary damages for conduct as a board member, except for acts or omissions that involve intentional misconduct by the board member, or a knowing violation of law by a board member, where the board member votes or assents to a distribution which is unlawful or violates the requirements of these articles of incorporation, or for any transaction from which the board member will personally receive a benefit in money, property, or services to which the board member is not legally entitled. If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of board members, then the liability of a board member shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a board member of the Corporation existing at the time of such repeal or modification for or with respect to an act or omission of such board member occurring prior to such repeal or modification.
ARTICLE VII
INDEMNIFICATION
Section 1. Right to Indemnification. Each person who was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a board member or officer of the Corporation or, while a board member or officer, he or she is or was serving at the request of the Corporation as a board member, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a board member, trustee, officer, employee or agent or in any other capacity while serving as a board member, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a board member, trustee, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Article with respect to proceedings seeking solely to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of the Corporation. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such board member, to repay all amounts so advanced if it shall ultimately be determined that such board member is not entitled to be indemnified under this Section 1 or otherwise.
Section 2. Right of Claimant to Bring Suit. If a claim for which indemnification is required under Section 1 of this Article is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of the Corporation (including its board, independent legal counsel or its members, if any) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses of the claimant is proper in the circumstances nor an actual determination by the Corporation (including its board, independent legal counsel or its members, if any) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.
Section 3. Nonexclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of members, if any, or disinterested board members or otherwise.
Section 4. Insurance, Contracts and Funding. The Corporation may maintain insurance at its expense to protect itself and any board member, trustee, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such persons against such expense, liability or loss under the Washington Business Corporation Act, as applied to nonprofit corporations. The Corporation may, without further membership action, enter into contracts with any board member or officer of the Corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.
Section 5. Indemnification of Employees and Agents of the Corporation. The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of board members and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as applied to nonprofit corporations, or otherwise.
ARTICLE VIII
MEETINGS OF THE ASSOCIATION
Section 1. Scheduling of Meetings. At least one meeting of the Association shall be held annually. Such a meeting shall be held at a time and place fixed by the Board which shall give notice thereof to the membership no less than three months prior to the time so fixed. This meeting will constitute the annual membership meeting of the Association. Additional meetings of the Association may be called by either a majority vote of the Executive Board or a majority vote of the Association.
Section 2. Quorum. The presence of at least one tenth of members in good standing will constitute a quorum at the annual membership meeting.
Section 3. Summary of Proceedings. A summary of proceedings of the meeting of the Association shall be available upon request.
Section 4. Use of Technology. Upon recommendation of a majority vote of the Executive Board, association business may be conducted electronically through use of e-mail ballot or web based communication with members of the Association.
ARTICLE IX
COMMITTEES
Section 1. Standing Committees. The standing committees of WCDA and their duties shall be as follows:
A. The Membership Committee shall consist of at least three members; the Membership At-Large Member as Chairperson, and at least two voting members selected by the Executive Board. The Committee shall promote membership in WCDA, work to increase the number and diversity of members, and recommend application processing procedures.
B. The Nominations and Elections Committee shall consist of at least three members; the President-Elect as Chairperson, and at least two voting members selected by the Executive Board. The Committee shall be responsible for carrying out the nominations and elections procedures in accord with these Bylaws.
C. The Communications Committee shall consist of at least three members; the Technology/Communications At-Large Member as Chairperson, and at least two voting members selected by the Executive Board. The Committee shall be responsible for marketing, publicity, website updating, and other communications activities.
Section 2. Special Committees. These Committees shall be established by the Executive Board to carry out such activities as the Board believes will further the objectives of WCDA. The Executive Board shall, from time to time, review the charge and function of all special committees and shall make changes in their number, characteristics, or organization as needed.
Section 3. Appointment of Committees. In the absence of any provision to the contrary in these Bylaws or in the motion creating a committee:
A. The Executive Board shall appoint chairpersons of special committees by majority vote.
B. The committee chairperson shall designate the members of his or her committee.
C. Except as otherwise specified in these Bylaws, members of committees shall serve for one year or until the appointment of their successors. They may be reappointed.
ARTICLE X
REGIONAL CHAPTERS
Section 1. Regional Chapter Formation. Regional Chapters may be formed as sub-divisions of the WCDA by request of a representative body and Executive Board approval. Purpose will be to provide for the interests and needs of local Career development practitioners and support staff.
A. The representative body must include at least three persons eligible to become WCDA members and at least one of whom is a current WCDA member.
B. Request shall include a statement of purpose, a definition of region served, persons responsible for the following: General leadership, financial management and reporting, representative for WCDA Board. A person may serve in more than one capacity.
C. Application should also include signatures of support and intent from at least ten individuals who are WCDA members or intend to become such.
Secton 2. Regional Chapter Requirements. Regional Chapters are required to maintain the following to maintain Regional Chapter status
- Activities are in line with WCDA Mission and Vision Statements and current WCDA ByLaws. They will be in compliance with all requirements assumed by 501(c)(3) status.
- A Representative who is engaged in the activities of the Chapter will be appointed to serve on the WCDA Board. They agree to regularly attend Board meetings and be prepared to report on Chapter finances, activities, and plans.
- Active Chapter members agree to maintain active WCDA membership status.
- Chapters may require nominal dues to support activities.
- Chapters will maintain accurate financial records and report all financial activities, including copies of invoices and receipts, to the WCDA Treasurer by the 15th of the month following the transactions.
1. Chapters funds will be kept in the WCDA Account and deposited and accessed through the WCDA Treasurer.
2. Monies raised by Chapters will remain assigned to them as long as they remain active and viable.
3. If Regional Chapters forfeit Chapter status, balance of funds will be reassigned to other WCDA accounts by the WCDA Executive Board, taking into consideration any preferences expressed by representatives from that Chapter.
- Regional Chapters will be considered inactive after Chapter request, persistent violation of other requirements within this Section, or three years of inactivity.
ARTICLE XI
ANNUAL FINANCIAL REVIEW
Section 1. Annual Financial Review. The Executive Board shall provide oversight of the financial operations of WCDA. A regular financial review by a certified public accountant will be performed as recommended by the Board and/or as required by law. The Executive Board shall review the report and institute any recommendations that may be appropriate. A full report on the financial condition of WCDA shall be made available to the members of the Association upon request.
ARTICLE XII
AMENDMENTS
Section 1. Amendments. The Association in accord with either of the following methods may amend these Bylaws from time to time:
A. A proposed amendment may be presented to the Executive Board by a member of the Executive Board or Committee of WCDA, or by an individual member, provided that in the case of an individual member, the proposed amendment shall be presented over the signatures of at least 25 voting members of WCDA. All such proposed amendments shall be presented in writing to the Secretary of WCDA at least 90 days prior to the annual meeting. They shall be reviewed by the Executive Board and an ad hoc Bylaws Committee shall be appointed by the President. Proposed amendments shall be officially published to the Association at least 30 days prior to the annual meeting of the Association.
B. An amendment also may originate at an annual meeting of the Association. A two-thirds vote by members in attendance is required to approve that the amendment be forwarded to the general membership for final approval either by mail or electronic vote within 120 days following the annual meeting.
Section 2. Adoption. A proposed amendment voted on by a quorum (one tenth of membership) at the annual meeting shall be considered adopted if approved by a majority of present members. Amendments proposed at the annual meeting and voted on by members either by mail or electronic vote after the annual meeting shall be adopted if approved by a majority of responding members.
ARTICLE XIII
RULES OF ORDER
Section 1. Rules of Order. Robert’s Rules of Order, as from time to time revised, shall govern the proceedings of WCDA, unless otherwise specified in these Bylaws.
Section 2. In all official WCDA communication and publications, it is recommended that the “Guidelines for Non-Sexist Language,” appear, and that the terms "“chair” or “chairperson” be preferred to the term, “chairman.”
