Article I - Purpose

The purposes of the Autism Society of Washington Tri-City Chapter are:

a)      To promote and advocate for the general welfare of persons with autism;

b)      To further the advancement of all ameliorative and preventive study, research, therapy, care and cure of persons with autism;

c)      To develop a better understanding of the problems of persons with autism by the public in the chapter area;

d)      To promote the education and training of persons with autism and to foster the development of integrated care on their behalf;

e)      To promote the establishment of adequate diagnostic, therapeutic, educational and recreational facilities for persons with autism;

f)        To further the education and training of parents, educators and professional personnel for training, educating, and caring for persons with autism;

g)      To serve as a clearing house for gathering and disseminating information regarding persons with autism; 

h)      To solicit and receive funds for the accomplishment of the above purpose.

i)        To help develop products, services and materials to support, educate and assist persons interested in autism and individuals with autism.

ARTICLE II. - Membership

Section 1.         Eligibility - Any person who supports the purposes of the Autism Society of America (referred to herein after as ASA) shall be eligible for membership.

Section 2.         Admission to Membership - Any eligible person may be admitted to chapter membership. Membership in good standing with voting and discount rights need to have documentation of their application and payment of the current national membership and make a donation over the minimum set by vote of the chapter members.

Section 3.         Classes of Members by ASA - There shall be seven (7) categories of members as follows:

a)      Individual Member

b)      Family Member (Husband and Wife, Domestic Partners, and Small Group Members)

c)      Professional Member

d)      Agency Member

e)      Student Member

f)              International Member

g)       Lifetime Member

Section 4.         The Board of Directors (referred to herein after as the Board) shall approve all fundraising and grants.  They shall seek donations from appropriate resources.

Section 5.         Suspension of Membership Privileges - Any member whose ASA membership has expired is no longer a member in good standing.  Membership discounts, voting rights and privileges are denied until ASA acknowledges membership has been reinstated.

Section 6.         Revocation of Membership - For just cause, revocation of chapter membership shall be enacted by a majority vote of the Board acting in executive session. The Secretary, shall within two (2) days thereafter, serve upon such member written or email notice by registered mail or receipt email of the proposed action and the reasons therefore. This action shall be effective thirty (30) days from the Board decision.

The member may present a written or email response to the Secretary within twenty-five (25) days after the receipt of the notice of the proposed removal. After consideration of the written or email response, a final determination will be made by the Board  by a two-thirds (2/3) vote.

The removed member shall have his or her full statement appended to the minutes of the  Chapter meeting in the following minutes the  revocation was enacted, a copy of which shall be sent to the ASA National Office within 30 days. A revoked member may be reinstated by a two-thirds (2/3) vote of the Board after receipt of a written or email request from the revoked member which contains additional information.

ARTICLE III. - Meetings of Members

Section 1.         Annual Meeting - An Annual Meeting of the members shall be held at a location at the discretion of the Board. The purpose of the Annual Meeting shall be the announcement of the election results and identification and reaffirmation of the goals of the Chapter. The President shall make a report to the membership and a financial report shall be made available for inspection and discussion. Members may call for items to be placed on the agenda by advising the Chapter's President or Secretary at any time up to two (2) weeks prior to the Annual Meeting. Other items may be taken up from the floor subsequent to the advance agenda items.

Section 2.         Special Meetings - Special Meetings of the members may be called by the President or by a majority of the Board.  Special Meetings must be called by the President upon written request of one-fifth (1/5) of the members of the Chapter.

Section 3.         Notice of Meetings – The Secretary shall give written or e-mail notice of the purpose, time and place of the Annual and Special meetings of the members to all Chapter members. Such notice shall be provided to the members not less than thirty (30) not more than sixty (60) days prior to the Annual Meeting and not less than fourteen (14) days prior to Special Meetings.

Section 4.         Quorum - A quorum for the Annual Meeting shall consist of one-fifth (1/5) of all members of the Chapter. For any Special Meeting a quorum shall consist of a minimum of 12 members, who must be present at such meeting.

Section 5.         Voting -

(a)        Each member is eligible to vote and shall be entitled to one vote.  Family or Small Group membership shall be counted as having two votes and each shall be counted to make a quorum.

(b)        Items may be placed on an annual agenda if the President and Secretary receive them in writing or email at least ninety (90) days before the Annual Meeting and they are approved by a majority of the Board. Further, a majority of the members present at the Annual Meeting may recommend to the Board that an item(s) appear on the next mail or email agenda. The Board shall take action on all such recommendations within thirty (30) days.

(c)        The same procedures apply to mail or email ballots for Special Meetings or for such other items as the Board wishes to submit to the general membership for consideration.

(d)        The total number of votes in the Annual Election must total at least 60% of the total membership votes from the previous election.  Ballots or email votes must be received by the due date to be accredited.

Section 6.         Authority - Except where inconsistent with these bylaws or other predetermined, specified laws, Robert's Rules of Order (latest revision) shall govern the conduct of the meetings of the Chapter's members.

ARTICLE IV – BOARD  OF DIRECTORS

Section 1.         Composition - There shall be a Board of Directors, which shall consist of parents, persons with autism, educators, or professionals who are associated directly with autism spectrum disorder.  The Board shall consist of a minimum of two (2) Board Members and shall include all Officers, including the Immediate Past President and those other persons elected to positions as Board Members. The precise number of Board Members to be elected at the next election following the adoption of these bylaws shall be determined by the Board. All Board Members shall be elected for a term of two years. The Board shall determine the number of Board Members to be elected each year thereafter. No person may be elected to the Board for more than three (3) consecutive terms with the exception of a Board Member presently serving at the time of the adoption of these bylaws by the membership in which case such a person may serve, if elected by the membership, for a total of four (4) consecutive terms.

                        The President shall be elected for a term of two (2) years and may serve for a maximum of two (2) terms.  After the first year of the term, the Board shall approve the second year of the term.  If approval is not given, the Board shall open election for a new President at the next annual election.

The President, at the completion of a term of office, unless previously removed from office, shall become the Immediate Past President and shall have a seat on the Board for as long as that condition exists following his or her leaving the office of President.

Section 2.         Powers - The Board shall be the governing body of the Chapter. The Board shall have the lawful powers to carry out the purposes of and conduct the business of the Chapter. The Board shall have no power to amend the bylaws of the Chapter except at the direction of the members of the Chapter pursuant to Article XII (Amendments) of these bylaws.  The Board shall establish a six (6) year program plan that is updated annually.  The purpose of this plan shall be to guide the chapter in its direction in the near future.  This plan shall be presented to the membership in the Annual Meeting.

Section 3.         Vacancy - In the event an elected Board Member dies, resigns in writing, loses membership in the Chapter, becomes physically unable to carry out the duties of a Board Member or is removed for cause, in accordance with procedures for Officers in Article V, Section 6, the Board shall, within sixty (60) days, select by a majority vote, a person to fill the vacant seat to serve the remainder of the unexpired term.

Section 4.         Meetings - The Board shall hold a minimum of nine (9) speaker meetings. Additionally another meeting shall be the Annual Meeting. Other meetings may take place at a time and location as decided by the Board. Board members shall be required to attend at least six meetings per year.  Failure to attend the meetings shall be grounds for removal from the board.  The remaining board members or chapter membership shall vote to retain or remove said Board member.  A majority shall carry the vote. 

Special Meetings: Special meetings of the Board may be called by the President on the President's own initiative and must be called at the written or email request of a quorum of the members of the Board stating the reason and purpose therefore. Such meetings may be held by telephone conference call.

Section 5.         Notice of Meetings – Written or email notice of every Board meeting shall be mailed or emailed to each Board Member at least two (2) weeks prior to any meeting. The Secretary shall prepare and distribute minutes of the previous meeting.

Section 6.         Quorum - A quorum for meetings of the Board shall be a minimum of 50% of the total Board Members.

Section 7.         Voting - Except as otherwise provided by these bylaws, all actions of the Board shall be taken by majority vote of the Board Members which there is a quorum as defined in Article IV, Section 6, and all such actions shall be deemed a valid corporate act, provided that a minority of the Board Members, in the absence of a quorum, may adjourn from time to time but may not transact any business.

Section 8.         Voting by Mail or Email - Any action required or permitted to be taken by the Board or chapter membership may be taken upon written or email notice by certified or registered mail or receipt email without a meeting if (a) the voting by mail or email is initiated in the same manner as a Special Meeting under Section 4 of this Article, (b) a Board Meeting is not scheduled within thirty (30) days, and (c) a majority of the Board so consents in writing or email to a mail or email vote on the same ballot.

The vote upon such consent shall be recorded with the minutes of the proceedings of the Board along with the written or email vote on such action. Such action by   written or email vote shall be effectuated by a majority vote of the entire Board or chapter membership. Such action by written or email vote shall have the same force and effect as any majority vote of the Board or chapter membership taken during a Meeting under Section 4 of this Article.

ARTICLE V – Officers

Section 1.         Following the Annual Meeting announcement of the election results, the new Board shall meet at the Annual Meeting site for the purpose of electing, by majority vote from within its members, the Officers as specified in these bylaws.

Section 2.         The President of the Chapter shall be elected by a direct vote of the membership through the mechanism of the annual ballot as provided in Article VII, Section 5 and shall serve a maximum of two (2) consecutive terms (See Article IV, Section 1). The President shall preside at all meetings of the Chapter, the Board and the Executive Committee. The President shall have general responsibility for the activities of the Chapter and the powers and duties usually associated with the office of the President, and shall have such powers and perform such other duties as may be prescribed by these bylaws. The President shall be a member of all committees except the Nominating Committee, and shall exercise general supervision over their work in order to assure the most effective operation of the Chapter. The President shall, with the advice and consent of the Board, appoint the Nominating Committee and the Chairs of all special and standing committees. The President shall present a progress report of the year's activities at the Chapter's Annual Meeting. By December 1st of each year, the President, with the Treasurer, shall present a one-year budget for the following year to be approved by the Board within thirty (30) days. The President shall be empowered to conduct such official business as may be necessary by mail, email, and/or by telephone.

Section 3.         Vice-President (is optional) - The Vice-President shall assist the President in the performance of his or her duties and shall assume such other duties as are assigned by the President and approved by the Board. The Vice-President shall have responsibility for and maintenance of the Administrative Code. In the absence of the President, the Vice-President shall assume the duties of the President, and shall preside at the meetings of the Chapter, of the Board and of the Executive Committee. In the event that the President shall be unable to serve, the Vice-President or other executive officers approved shall succeed to the office of the President for the remainder of the President's term.

Section 4.         Secretary - The Secretary shall keep an accurate record of the proceedings of the Annual Meeting, all meetings of the Board, and of the Executive Committee. The Secretary shall be the custodian of all the bylaws, policies, books and records of the Chapter except those specifically assigned to others. An up-to-date membership list shall be maintained by the Secretary who shall send out notices of all meetings of the Chapter, of the Board and of the Executive Committee. If voting is done by mail or email, the Secretary shall cause all ballots, approved by the Board to be prepared, validated and counted. The Secretary shall conduct such correspondence as may be requested by the President or the Board.

Section 5.         Treasurer (is optional and may be combined with the Secretary position) - The Treasurer, under the supervision of the President, shall have the oversight of the receipt and deposit in the name of the Chapter of all revenues received by the Chapter and the disbursement of hinds. The Treasurer shall be responsible for the financial records of the Chapter.  The Treasurer shall be responsible for all federal tax statements.  The Treasurer shall be responsible for a state or “friendly” audit if necessary.  The Treasurer shall chair the Business & Finance Committee and shall assist the President with the preparation of the annual budget.

                        The President, Vice President, Secretary and Treasurer shall be the signing authorities for all financial accounts.  Two signatures shall be required on all reimbursement and gifting checks.  One signature and approval to pay a bill by the President or Vice President shall be required on all bills.  Two signatures shall be required on all checks over the amount of $100.

A Financial Auditor shall be appointed from the Board.  The Auditor shall be a CPA.  The Financial Auditor shall review all financial records kept by the Treasurer each year.  The Financial Auditor will prepare all Federal and State tax submittals and act as financial advisor to the Board.

                        The Board shall appoint an internal Board Auditor to the Business and Finance Committee.  The Board Auditor shall be a CPA or have a financial and/or business education.  The Board Auditor and the Treasurer shall keep the records as instructed by the Financial Auditor. 

Section 6.         Vacancies - In the event an Officer dies, resigns in writing, loses membership in the Chapter, becomes physically unable to carry out the duties of the office, or is removed for cause, the Board or chapter members shall, within sixty (60) days, by a majority vote name a person to succeed him to fill the un-expired term.

The chapter members may, by two-thirds (2/3) vote, vacate any office for cause or whenever the chapter members shall determine that the incumbent is physically unable to perform the duties of such office. The Officer affected shall be given, by registered mail or receipt email, notice of any such proposed action of the chapter members together with a detailed statement or reason therefore at least thirty (30) days before the removal action by the chapter members.

The Officer shall have the right to respond to such notice within twenty (20) days after the receipt of such notice. No removed Officer may succeed to any other office.

If this action removes the Officer from the Board, the Officer has the same rights as described in a revoked membership. Article II, Section 6.

ARTICLE VI. - Executive Committee

Section 1.         Composition - The Executive Committee shall consist of the President / Vice President (optional), Secretary / Treasurer (optional). The Immediate Past President shall be a member of the Executive Committee.

Section 2.         Powers - The Executive Committee shall exercise all powers of the chapter during the intervals between meetings. All decisions of the Executive Committee shall be promptly reported to the chapter no later than at it’s next succeeding meeting and shall subjected to approval, revision or alteration by the chapter provided that no irrevocable rights of third parties shall be affected by such revision or alteration.

Section 3.         Meetings - Meetings of the Executive Committee may be called by the President on his own initiative and must be called at the request of two (2) members of the Committee. Notice of every meeting shall be given to each member of the Executive Committee in writing or email at least seven (7) days prior to the meeting, provided that any member may waive such notice to him. Meetings of the Executive Committee may take place by telephone conference call.

Section 4.         Quorum - Quorum for the Executive Committee is two members. A majority vote of the members present, through email or on the line for the telephone conference call shall be required for decisions or actions by the Committee.

ARTICLE VII. - Nominations and Elections

Section 1.         Nominating Committee - A nominating Committee, Chaired by a Board Member appointed by the President plus two (2) members of the Chapter, shall be appointed by October 15th of each year by the President with the advice and consent of the Board. No member of the Nominating Committee shall be a candidate for the Board in that year's election. The President shall inform the Committee of the number of seats to be filled.

Section 2.         Notice - No less than ninety (90) days prior to the Annual Meeting, there shall be a call for nominations. Nominations from the membership will be made in accordance with procedures approved by the Board and published with the call for nominations.

Section 3.         Qualifications - Any ASA membership member in the State of Washington or member of a Local ASW chapter from a boarder state is eligible for a position on the Board except as noted in Section 1 above.

Section 4.         Candidates - The Nominating Committee may nominate at least one person for each vacant seat on the Board. A member shall become a candidate for President by nomination of the Nominating Committee or nomination by a member of the Chapter by mail or email  form in accordance with the procedural requirements prescribed by the Board at a meeting, along with the call for nominations. Meeting the requirements for nomination shall guarantee candidacy.   The Nominating Committee shall not endorse, favor or distinguish candidates for any office. Each nomination for President must be accompanied by a "second".  The immediate Past-President may not be a candidate for president or Board Member until he/she has been off the board for two years

Section 5.         Elections - In accordance with procedures established by the Board, the Secretary shall cause to be prepared an official ballot together with information on the candidates as identified in Section 3 of this Article. The ballots and election materials shall be provided to all chapter members no later than thirty (30) days prior to the Annual Meeting. If election occurs by mail, email or website, all ballots to be counted for the election must be returned to the office of the Chapter and postmarked or dated no later than ten (10) days prior to the Annual Meeting. The results of the direct mail / email / website election shall be announced at the Annual Meeting.

ARTICLE VIII. - Committees

Section 1.         Standing Committees - The Standing Committees of the Chapter shall be:                     

(a) Program Services

(1)   Business & Finance

(2)   Six Year Program Goals

Section 2.         The Program Services Committee shall be responsible for services to the members of the Chapter, including but not limited to: membership ~ government affairs advocacy; chapter affairs; annual meeting; publications; awards;  grant review; and Six Year Program Goals.

Section 3.         The Business & Finance Committee, chaired by the Treasurer, shall be responsible for matters concerning the business of the Chapter and include if applicable: payroll practices; budget and finance; property; insurance; taxes; purchasing; investments; money management; audits; contracts; and legal matters.

Section 4.         Ad Hoc Committees - The President, with approval from the Board, may from time to time appoint Ad Hoc committees whose duties shall be fully outlined and whose assignments shall in no way conflict with that of a standing committee.

Section 5.         Committee Chairs - The President with Board approval shall appoint the Chair persons of the Standing Committees who shall keep the President advised at all times on the activities of the committee and render such progress reports as the President may from time to time request. The Chairperson of each committee shall advise the membership either by a posted written report, email document or by an oral report at the Annual Meeting of the activities and progress made by the committee during the year past.  All committees shall support the work necessary to complete the one-year budget.

ARTICLE IX. - Administration

Section 1.         Compensation of Officers - Officers shall not receive any salary or other compensation for their services in their capacities as Officers. An Officer may receive compensation for services performed in a capacity other than that of an Officer provided that the chapter members approve such compensation. Reimbursement for food, lodging, mileage and supplies will be compensated according to current policy.

Section 2.         Acts of the Chapter - No person shall act in the name of the Chapter except as authorized in these bylaws or by the Board or the President. No person shall, without the approval of the President or the Board, send any letter, notice, or other written communication in the name of the Chapter to the members of the Chapter or to any other person including an association, government agency or public official regarding policy matters of the Chapter.

Section 3.         Fiscal Year - The fiscal year of the Chapter shall commence the first day of January of each year and end on the thirty-first day of December of the same year.

ARTICLE X. - Local Chapter Operations

Section 1.         Policy - ASWTCC shall restrict its political activities in a manner consistent with the limitations imposed on organizations incorporated with the primary purpose of promoting educational, charitable or scientific activity as set forth by ASW’s Section 501(c)(3) of the Internal Revenue Code or successor statute.

Section 2.          Local – State Chapter Relationship - The purpose of the chapter shall conform to the purposes of the State Society and the activities of the chapter shall be consistent with these purposes.

(a)        Chapter grievances shall be reviewed at the state level in accordance with the ASW Chapter Grievance Policy.

(b)        ASWTCC should have a representative to attend one (1) State Chapter meeting for direct representation to the Board with reimbursement by ASW.

(c)                ASWTCC may provide articles for the State Chapter newsletter

Section 3.         Obligations of Local Chapters to the State Society ~

                        ASWTCC supports all ASW bylaws, which include:

(a)        The chapter shall operate as a subsidiary of the State Society and shall hold itself out to the public in its communications, correspondence and publicity as a chapter of the State Society.

(b)        The chapter will maintain a minimum of ten (10) members in good standing with the State Society in order to maintain its status as a chapter of the State Society.

(c)        No person may be a member in good standing of the chapter who is not a member of the National Society.

(d)        The chapter shall have its own board of directors elected annually by the members in good standing. A roster of the members of the Chapter board of directors shall be sent to the State Society following its election.

(e)        Each local chapter shall keep its own list of members and compare it quarterly with the membership list provided by the Society’s Secretary.

(f)         The chapter must adopt bylaws which are not to conflict with the bylaws of ASA and ASW and which are approved by the State Society.

(g)        The chapter   cannot provide a direct service to person with autism under the State Chapter’s 501 (c)(3) and ASA bylaws.  Local chapters may form direct services and partnerships with local groups, but must separate the financial records and obtain a different 501 (c)(3) for the service or partnership.  Services may include, but not be limited to: summer camps, Special Olympics, summer school programs, and/or other needs as seen in the local area.

(h)         As an ASW Chapter, a Chapter may not become a chartered chapter of another organization.

Section 4.         Financial Relationship -

(a)        ASWTCC shall maintain a local bank account.

(b)        ASWTCC shall obtain its own Employer Identification Number from the IRS.

(c)        It shall be the obligation of ASWTCC to submit a completed Annual Financial Report form to the State Society, postmarked by January 31 of the same year, in the form requested by the State Society.

(d)        It is the policy of the State Society to encourage local chapters to raise funds to support chapter activities and to solicit gifts and contributions for this purpose.  If ASWTCC whishes to participate in grant writing activities, ASWTCC will obtain its own 501 (c)(3) from the IRS.  No portion of the chapter’s funds is due to the State Society, except as noted in Section 5(c) below.

Section 5.         Dissolution of a Local Chapter -

(a)        In the event that membership of ASWTCC falls below ten (10) members, said chapter will be subject to loss of all rights of chapter status as a subsidiary of the Society. Upon notification by the Society by means of certified mail or receipt email to the president or treasurer of the local chapter that local chapter membership has fallen below ten members, the local chapter shall have (90) days to come into compliance. Failure to come into compliance within ninety (90) days shall result automatically in the loss of chapter status.

(b)        Failure to submit an annual financial report by January 31 each year will be grounds for loss of chapter status. Upon notification by the Society by means of certified mail or receipt email to the president or treasurer of ASWTCC that the annual financial report has not been received, ASWTCC shall have sixty (60) days to submit the report. Failure to submit the report within sixty (60) days shall result automatically in the loss of chapter status.

(c)        If a chapter's status is terminated for any reason, all assets of the former chapter must devolve to the Autism Society of Washington within sixty (60) days of notification. Furthermore, the name of the chapter, its affiliation with ASA and ASW and use of the Society's logo are prohibited as of the termination date.

ARTICLE XI. - Amendments

Section 1.         Requirements - A proposal to alter, amend, repeal or adopt bylaws of the Chapter may be made by the Board through a two-thirds (2/3) majority vote or one-fifth (1/5) of the Chapter members to the Board.

Section 2.         Voting by Mail or Email - Any such proposal shall be transmitted to the Secretary who shall send notice thereof to all members. These bylaws may be amended, revised or repealed by the approval of two-thirds (2/3) of those members responding by election ballot within thirty (30) days of the election. If more than one article or section is to be voted, each must be voted separately.

Section 3.         No provision of these bylaws may be amended, repealed, or adopted where the effect of such action is inconsistent with the Society's status as a nonprofit charitable organization under the laws of the District of Columbia and the laws of the state.

ARTICLE XII. - Dissolution

In the event of the dissolution of this Chapter by the surrender or forfeiture of the charter or otherwise, no distribution of assets is to made to any Board Member, Officer, employee, or any person or individual. All property owned, managed, or operated by the Chapter is irrevocably dedicated to charitable purposes to achieve the purposes of the Chapter as defined in these bylaws. Upon the dissolution of this Society, such property shall not inure to the benefit of any private person but shall go to a nonprofit hind, foundation, or corporation whose purposes are specified in the Internal Revenue Code and the laws of the District of Columbia and organized and operated to promote the general welfare of people with autism, or to the National Society as outlined in Article XI, Section 5(c).