[HamWAN PSDR] Voting Process Proposal RE: VOTE: Board Director Elections

Carl carl at n7kuw.com
Tue Jul 2 21:40:44 PDT 2019

Under the provisions of Washington law (Title 24, RCW), a non-profit corporation in Washington State has two governing documents. The Articles of Incorporation (filed with the Secretary of State’s – SoS - office), and By Laws. The Articles cannot be modified without submitting the revised Articles to the SoS for approval and file. The By Laws can be changed as desired, providing the Articles allow doing so, and providing the changed By Laws remain in compliance with the governing policies of the Articles.


My question is, what is the “constitution”? Does that refer to the Articles or to the By Laws (or are they one and the same)?


In reading the “constitution”, it appears that it could be either, or both, of the above documents (Articles and/or By Laws).  My first suggestion would be to title it accordingly as to which it is (so as to clearly associate it with the provisions of Title 24, RCW), and if it is both, to have it clearly state as much.  However, I would strongly recommend that the Articles (restated if need be) provide high level direction for the corporation, and that By Laws be established to provide more granular level details.  Thus, modifications can be accomplished as needed under the provisions of Article VII of the “Constitution” without requiring the administrative burden of filing changes with the SoS. For example, the Articles might say something like “The corporation will be governed by an elected Board of Directors as detailed in the By Laws”, and the By Laws would then detail the quantity of directors and the details of the process for electing them.


Right now, it is not clear if it is possible in fact to simply amend the “constitution” (in accordance with Article VII) without resubmitting them to the SoS as restated or amended Articles.  If there are Articles of Incorporation separate from the “Constitution”, then those need to be evaluated to determine if the “constitution” is in compliance with them, and to what extent, if any, changes can be made. In other words, is the “constitution” in fact the By Laws and are there higher level Articles of Incorporation?


Disclaimer: I am not a lawyer and am not offering legal advice. However I have founded a non-profit corporation in Washington, with the help and guidance of an attorney who is fully familiar with the requirements and procedures, and it is from that experience that I am speaking here. It would be to the benefit of HamWAN and PSDR to clarify and resolve the questions raised.  Only then can we have a reasonable discussion with regard to Mark’s suggestion regarding election of Directors.



Carl, N7KUW


From: PSDR [mailto:psdr-bounces at hamwan.org] On Behalf Of Nigel Vander Houwen
Sent: Tuesday, July 2, 2019 1:35 PM
To: Puget Sound Data Ring
Subject: Re: [HamWAN PSDR] Voting Process Proposal RE: VOTE: Board Director Elections




That’s a reasonable observation, and I don’t believe you’d be the first to note it. I would be interested in hearing specific suggestions around remedying that. Though I’m not sure how much administrative latitude we have without actually changing the constitution, as it’s fairly clear on allowing anyone at any time.


"Any Supporting Member may announce his or her intention to be elected as a Director at any time, and must set a 7-day voting period to end no later than 21 days from the initial announcement of intention to run. Supporting Members are entitled to one vote each. Election of a board member shall be successful if the candidate receives more “Yea” votes than “Nay” votes."




On Jul 2, 2019, at 13:24, Sheppard, Mark <Mark.Sheppard at seattle.gov> wrote:


To HamWAN Board and Supporting Members: 


The HamWAN PSDR Board of Director’s nomination and voting process, while it works and yields a very viable board of hard working committed folks – it is appears to me to be a bit hard to track and keep up with.  As someone declares their candidacy – that triggers a vote on that individual by those reading the email thread.  But it is never clear who else may be declaring.  It seems that having the ability to see the complete list of those declared candidates and then the electorate having the ability to review that slate and then vote, based on the knowledge of who all is running  would support more informed decision making. 


I am aware the current election practices are supported by the by-laws but we probably have some latitude to make administrative changes to the process if these are deemed to add value to the process and outcomes. 


Thank you for considering this proposal – Mark 

Mark Sheppard, N7LYE  


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