Bylaws

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:

1. Name of board
2. Mission statement
3. Membership
4. Officers
5. Meetings
6. Executive board (if needed)
7. Committees, subcommittees
8. Parliamentary procedure—often including the name of the manual of parliamentary procedure the board will follow.
9. Amendment procedures for making changes in the bylaws.

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.

Quorum

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).

Order of Business

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:

1. Reading and approving of minutes of previous meeting(s).
2. Reports of officers and standing (permanent) committees.
3. Reports of special (select or ad hoc) committees.
4. Special orders (matters previously assigned a special priority).
5. Unfinished business and general orders (matters introduced in previous meetings).
6. New business (matters initiated in present meeting).

The Chair and Voting

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.

Public Disclosure

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.

Lobbying

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:

• Agency requests for appropriations to the Office of Financial Management (OFM) or requests by OFM to the Legislature for appropriations other than its own agency budget. (Once a budget request is before the Legislature, attempts to influence any portion of it, does constitute reportable lobbying.)
• Recommendations or reports to the Legislature in response to a legislative request, whether oral or written, expressly requesting or directing a specific study, recommendation, or report on a particular subject.
• Official reports including recommendations submitted annually or biennially by a state agency as required by law.
• Requests, recommendations, or other communications between or within local or state agencies; however, attempts to influence the Governor with respect to signing or vetoing legislation are considered reportable lobbying. Other communications or negotiations with the Governor’s Office would not be reportable.
• Telephone conversations or preparation of written correspondence; thus, only in-person contact, including testifying at hearings, are considered lobbying.
• Preparation or adoption of policy positions within an agency or groups of agencies; however, once a position is adopted, further action to advocate it may constitute lobbying.
• Attempts to influence federal or local legislation.

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.

Testifying at Hearings

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:

• All testimony should be brief, concise, and honest.
• Avoid reading lengthy written testimony; instead, orally highlight important points in the written report.
• If others are offering similar testimony, try to coordinate information to avoid repetition.
• Avoid being too technical.
• Be prepared to answer questions and comments by committee members. If you are unable to answer a question, offer to provide a written response later and always follow through.
• If you must give a personal opinion, make sure that the committee understands that you are not speaking for the board, but for yourself.

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.

• Testimony provided by individuals outside of board activities and for personal interest may be considered lobbying; therefore, the individual may have to register with the PDC.
• For specific applicability, contact the PDC or refer to chapter 42.17 RCW.
• Proving testimony may be deemed lobbying if a board member is visibly advocating an issue.
• Any contact with committee members or legislative employees after a hearing regarding testimony may be considered lobbying and consequently must be reported to chapter 42.17 RCW.

The News Media

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:

• Designate a spokesperson who will speak for the board as a whole.
• Establish policies for media relations and designate staff people as media contact people.
• Be as open as possible and keep your focus on the business of the board. Personal opinions, especially those regarding other people, are inappropriate. The news media is not the place to air dissatisfactions or carry on conflicts among board members or agency employees.
• If you do not know the answer to a question or are unsure about an issue, refer the matter to a knowledgeable person in your agency or to the Governor’s Office.
• If you believe it is important that the public have specific information, please notify the Governor’s communications director who is responsible for media relations.
• A “wise” board anticipates when an event in the community will stir the interest of the media. It provides materials that are responsive and informative, but which do not violate individual privacy or undermine the dignity and authority of the board.
• Keep in mind that the comments you make in public may also have to be made in a court of law. Do not risk your personal integrity nor that of another by thoughtless or unwarranted remarks.