Every board and commission should have a set of bylaws to direct and clarify its actions, procedures, and organization. Bylaws are the guidelines by which a board functions.
According to Robert’s Rules of Order, bylaws define the primary characteristics of an organization, prescribe how it should function, and include rules that are so important that they may not be changed without prior notice to members and formal vote and agreement by a majority of members. Ordinarily, bylaws may only be changed by a two-thirds majority.
An organization’s bylaws generally include a number of articles, such as the following:
Bylaws should include expectations as well as guidelines for members. Issues such as attendance, responsibilities, and discipline should be addressed in the bylaws. Board members are expected to adhere to bylaws and all relevant statutes.
If a quorum is not present, any business transaction is null and void.
A quorum is the number of members who must be present in order to conduct official business. The quorum protects against unrepresentative actions by a small number of individuals. The bylaws should specify the number of individuals that constitute a quorum and whether a majority of this quorum may take action. In some cases, the governing statutes will establish what the quorum will be.
The minimum number of officers who must be present to conduct business include a presiding officer and a secretary or clerk. If these officers are members of the board (as they usually are), they are counted in determining whether there is a quorum.
At meetings where a quorum is not present, the only actions that may be legally taken are to fix a time for adjournment, adjourn, recess, or take measures to obtain a quorum (such as contacting absent members).
After the presiding officer has called the meeting to order, a board generally follows the order of business specified in its bylaws. If a board has not adopted an order of business, the procedure below is generally followed:
If the chair is a member of the board, he or she may vote just as any other member.
The chair, when not a member, may vote whenever his or her vote will affect the outcome; to break or cause a tie; or to block or cause attainment of a two-thirds majority when such is necessary.
A chair has only one vote. The chair may not vote as a member of the board and also a presiding officer.
Voting by secret ballot is prohibited by the open meetings law.
All state agencies and boards are required to have available for public inspection and copying, public records such as procedural rules and statements of general policy, and other records, written or electronic, pertaining to the board’s business. Exemptions to disclosure are very limited and are specifically identified in statute.
For additional information regarding disclosure requirements and exemptions from disclosure, refer to chapter 42.17 RCW and consult with your Assistant Attorney General.
There exists a very fine line between advising and lobbying. It is important that board members be aware of this distinction. Board members are in a unique position that allows them to provide information and recommendations on issues. However, a board member becomes a lobbyist when he or she attempts to influence the passage or defeat of any legislation by the Legislature, or the adoption or rejection of any rule, standard, rate or other legislative enactment or any state agency under the Administrative Procedure Act, RCW 18.185.200, chapter 34.05 RCW. Lobbying also includes trying to influence the Governor’s actions on legislation that has passed both houses.
Quarterly Reporting. Any public entity that undertakes lobbying must submit quarterly reports consolidating all lobbying expenditures made or incurred by the entity’s departments or divisions during the calendar quarter. Lobbying includes in-person contacts by agency lobbyists or liaisons with legislators to influence action or inaction on legislation, as well as in-person contacts with legislative staff. Boards must report all gifts, travel, contributions, and entertainment expenditures for legislators and staffers alike, whether using public or nonpublic dollars.
What, When, and Where. All lobbying done must be accomplished within the established channels of the Legislature, e.g., testifying at hearings, contacting legislators and staff, etc.
According to the Public Disclosure Commission (PDC), lobbying does not include any of the following activities for public agencies:
For specific details or additional information regarding lobbying, contact the PDC and your Assistant Attorney General.
Influencing Ballot Measures. RCW 42.17.130 strictly forbids the use of public or agency facilities for the purpose of assisting a campaign for election of any person to any office or for the promotion or opposition to any ballot proposition unless they are activities which are a part of the normal and regular conduct of the office or agency.
Board members often have an opportunity to testify at legislative, local government, or community committee hearings. When providing testimony on behalf of the board, members should refrain from expressing personal opinions. It is helpful if legislative staff members receive copies of written testimony prior to the hearing.
Effective Testimony. To provide effective testimony, members should keep the following guidelines in mind:
When Testifying Becomes Lobbying. Providing testimony is not a form of lobbying if it is done on behalf of the board and at the request of the committee.
The news media has the important function of informing the public about state government operations. In doing so, it provides a valuable communications link with the community. It is important to maintain a cooperative and open relationship with the media without violating privacy and other citizen rights. The following are suggested guidelines for working with the media: