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By Laws

BYLAWS OF WASHINGTON MEDIATION ASSOCIATION
Adopted April 28, 2000

Table of Contents:

-ARTICLE 1. NAME
-ARTICLE 2. PURPOSES AND GOALS
-ARTICLE 3. MEMBERSHIP
-ARTICLE 4. BOARD OF DIRECTORS
-ARTICLE 5. OFFICERS
-ARTICLE 6. COMMITTEES
-ARTICLE 7. ADMINISTRATIVE PROVISIONS
-ARTICLE 8. AMENDMENTS

ARTICLE 1. NAME -Table of Contents

The name of this corporation is the Washington Mediation Association and shall be referred to in these bylaws as the Association.

ARTICLE 2. PURPOSES AND GOALS - Table of Contents

The Association is a professional association for mediators in Washington State. Its purposes and goals are the following:
1. To define, develop and promote to the public mediation as an effective process for resolving disputes; 2. To promote regional and statewide forums, independently or in collaboration with other alternative dispute resolution organizations, for professional dialogue, training and continuing education in mediation; 3. To establish and promote professional standards of practice and a code of ethics and qualifications for members; 4. To stimulate and facilitate research and evaluation in the theory and practice of mediation; 5. For all other lawful purposes authorized by the Washington Nonprofit Corporation Act and Internal Revenue Code Section 501(c)(3), or the corresponding section of any future federal tax code.

ARTICLE 3. MEMBERSHIP - Table of Contents

Section 3.1 Classes and Qualifications of Members
A person shall be deemed a member of the Association upon written acceptance of the Association's purposes and Standards of Practice for Mediators and the timely payment of the Association's annual dues. Other membership policies, procedures, classes, and benefits may be established by the Board.

Section 3.2. Dues
The annual dues shall be determined by the Board.
Section 3.3 Mediator Certification
Members may be certified by the Association by complying with the certification policies and procedures established by the Board.

Section 3.4 Annual Meeting
The annual meeting of the members of the Association for the purpose of electing officers and directors and for such other business as may come before it, shall be held in the second quarter of each calendar year at a time and place in Washington to be designated by the Board. Written notice shall be sent not less than 20 nor more than 50 days before the meeting, either personally or by mail to all members entitled to vote at the meeting, stating the date, place and time of the meeting.

Section 3.5 Special Meetings
A special meeting may be called at any time by the president or the Executive Committee upon no less than 10 days' nor more than 50 days' written notice to the members, stating the purpose, date, place and time of the meeting.

Section 3.6 Simultaneous Meetings
Membership meetings held in different locations in Washington State on the same date, upon the same notice and for the same purpose may be deemed one meeting for purposes of quorum and majority requirements.

Section 3.7 Quorum; Decisions
The Board shall establish policies and procedures to determine those members eligible to vote on any matter that requires a vote of the members. Ten percent (10%) of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the members. All decisions by the members shall be made upon approval by a majority of the members present in person or by proxy at a meeting at which a quorum is present.

Section 3.8 Proxies
A member may vote by written proxy filed with the president before or at a meeting. The appointment of a proxy to act for a member shall only be valid for that specific meeting and may be revoked by attendance in person by the member who signed the appointment.

ARTICLE 4. BOARD OF DIRECTORS - Table of Contents

Section 4.1 Number
The Board shall consist of no fewer than nine (9) nor more than twenty (20) directors. The exact number shall be set by resolution of the Board before the annual meeting of the members and may be changed from time to time as needed. Section 4.2 Qualifications

Directors shall be members of the Association and shall have such other qualifications as the Board may prescribe from time to time. Section 4.3 Composition of the Board

The Board shall make a good faith effort to recruit directors so as to promote a board, to the extent possible, that reflects the diversity of the membership and of the state.

Section 4.4 Election; Term of Office
Directors shall be elected at the annual meeting of the members and shall hold office for two-year terms, staggered so that no more than one-half of the number of directors shall be elected each year. Any current member of the Association may serve on the Board, and the Board shall each year seek candidates and nominations to fill vacant or expired positions. The Board shall then present a list of candidates to the membership for election. Directors may be elected for an unlimited number of terms and elections may be conducted by mail.

Section 4.5 Meetings; Notice
Regular meetings of the Board shall be held at the date, time and place established by the Board. Notice of the time and place of special meetings shall be given to each director personally or by mail at least 10 days prior to the time set for the meeting. The president shall prepare and send an agenda to each director at least 5 days before any regular or special meeting. Directors who have not received notice may waive their right to notice in writing. A director's appearance at a meeting shall constitute waiver of notice, except when the director appears only in order to object to the transaction of any business because the meeting was not lawfully called.

Section 4.6 Meetings by Telephone
Any meeting of the Board may be held by conference telephone or similar communication equipment, as long as all the directors participating in the meeting can hear one another. All participating directors shall be deemed present in person at the meeting.

Section 4.7 Quorum
A simple majority of the current set number of directors shall constitute a quorum for the transaction of business at any Board meeting. No decisions may be made by the Board in the absence of a quorum.

Section 4.8 Decision Making
All decisions of the Board shall be made by consensus, except the election of officers and committee chairs and the removal of a director. The consensus process shall be more specifically defined by a Board policy.

Section 4.9 Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all directors consent in writing to the action. Action by written consent shall have the same force and effect as unanimous approval of the Board or a decision by consensus. Consent transmitted by facsimile or electronic means shall be deemed consent in writing.

Section 4.10 Resignation; Removal; Replacement
A director may resign from the Board at any time by delivering a written resignation to the secretary. A resignation from the Board is not a resignation from the Association unless so stated. A director may be removed with cause at any time by approval of two-thirds (2/3's) of the directors who are present in person or by proxy at a special meeting called for that purpose or at a regular board meeting where proper notice was given to all Board members. A director who fails to attend three (3) consecutive Board meetings will be considered to have resigned unless the other directors recognize good cause for the absences and a continuing commitment to being a director.

A vacancy on the Board may be filled by approval of a majority of the remaining directors for the unexpired term of the vacant position after the Board has polled the membership for a successor director who will be able to fulfill the particular duties and responsibilities of the outgoing director.

ARTICLE 5. OFFICERS - Table of Contents

Section 5.1 Designation
The principal officers of the Association shall be a president, vice president, secretary and treasurer, all of whom shall be directors of the Association. One person may hold the offices of secretary and treasurer at the same.

Section 5.2 Election; Term of Office
Officers shall be elected each year by the Board after the annual meeting. They shall be elected by a majority vote of the current number of directors and shall hold office until the next annual meeting or until a successor is elected. Officers may be re-elected to the same office for a maximum of four, consecutive one-year terms.

Section 5.3 President
The president shall chair meetings of the Board and shall perform all the duties incident to the chief executive officer of the Association. The president is an ex-officio member of all committees and shall monitor and coordinate their work.

Section 5.4 Vice President
The vice president shall assume the duties of the president in the president's absence and shall perform such other duties as prescribed by the president or the Board.

Section 5.5 Treasurer
The treasurer shall have charge and custody of, and be responsible for all funds in the name of the Association in such banks, trust companies or other depositories as shall be approved by the Board.. The treasurer shall collect all of the Association's funds, and keep and maintain adequate and accurate accounts of the Association's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The treasurer shall also report to the president and Board at the regular meetings of the Board, or whenever requested, and account for the financial transactions and financial condition of the Association.

Section 5.6 Secretary
The secretary shall 1) keep and distribute the minutes of the meetings of the Board and any business portion of the annual meetings and 2) maintain a current copy of the articles of incorporation and these bylaws, as amended. The secretary shall also maintain a record of the names and addresses of the Board, and keep a record of all Board correspondence, policies and resolutions and perform such other duties as assigned by the Board from time to time.

Section 5.7 Resignation; Removal; Replacement
Any officer may resign by delivering written notice at any time to another officer, a director or the Board. The resignation shall be effective upon delivery unless it states otherwise. Any officer may be removed from office by the vote of a 2/3's majority of the current number of directors, present in person or by proxy at a special meeting called upon 20 days' notice, whenever in the Board's judgment the best interests of the Association would be served by the removal. A vacancy in any office for any cause may be filled by the Board for the unexpired term.

ARTICLE 6. COMMITTEES - Table of Contents

Section 6.1 Committee Membership
Any member of the Association may apply to serve on one or more standing or ad hoc committees by communicating directly with its chair. The committee's size shall be determined by the chair.

Section 6.2 Responsibilities
All members of the Board shall serve on at least one committee. The Board shall assign specific tasks to the committees and the committees shall be responsible for making detailed proposals to the Board of Directors for decision making and for the carrying out of its duties on a timely basis.

Section 6.3 Standing Committees
Education. The Education Committee shall develop, evaluate and promote training and continuing professional education in mediation and related aspects of conflict resolution.

Ethics. The Ethics Committee is responsible for review, and any proposed revision, of the Association's Standards of Practice and for conduct of periodic checks with the membership to insure its sign-on participation in the provisions of the Standards. The Ethics Committee will also, by request of the Board or Executive Committee, structure and conduct a grievance procedure.

Executive. The Executive Committee shall draft and present rules and amendments as necessary and respond to inquiries of the Board regarding procedural matters. The committee shall also respond to urgent business between Board meetings and manage the varied administrative tasks required to make the Association run efficiently, including the creation and presentation to the Board of an annual budget. The Executive Committee shall consist of the officers of the Association and the Membership Committee chair. Additional members of the Board may be added upon approval by the Board.

Membership. The Membership Committee shall 1 promote membership, 2) maintain current membership records, and 3) develop and propose membership policies and procedures to the Board, including those that support and facilitate participation by members of the Association statewide.

Newsletter. The Newsletter Committee shall publish and distribute a newsletter to the membership and other interested parties to promote the purpose and goals of the Association.

Public Relations. The Public Relations Committee will monitor public actions relating to mediation in Washington, distribute pertinent information to the Board and membership and make recommendations to the Board on the process of making its position known to, and valued by, appropriate rule-making bodies. The Committee shall also be responsible for coordinating the Association's efforts to promote mediation to the general public.

Qualifications. The Qualifications Committee shall develop and propose training and membership qualification guidelines for members certified by the Association and shall determine whether a given applicant meets or continues to meet specified certification qualifications. The committee may also develop and propose qualification standards for mediation training programs and decide whether a given program meets standards set by the Board for certification.

Section 6.4 Ad Hoc Committees
Committees other than the standing committees may be established by the Board at any time.

ARTICLE 7. ADMINISTRATIVE PROVISIONS - Table of Contents

Section 7.1 Fiscal Year
The fiscal year for the Association shall begin on the first day of October and end on the last day of September of each year.

Section 7.2 Prohibition Against Sharing Corporate Profits and Assets
No member, director, officer, private contractor or other person shall receive any of the net earnings or profit from the operation of the Association; provided, however, that this provision shall not prevent payment to any person of reasonable compensation, fixed by the Board, for services performed for the Association in effecting any of its purposes and goals. No person may be entitled to share in the distribution of, and shall not receive, any of the Association's assets upon dissolution. The assets of the Association after all debts have been satisfied shall be distributed as required by the articles of incorporation.

Section 7.3 Compensation
Directors, officers and members of committees shall serve without compensation but may receive reimbursement of proven expenses as may be authorized in advance by the Board, to compensate for such expenses.

Section 7.4 Discrimination
Nothing in these bylaws shall be construed to deny any person the opportunity to participate in the purpose and goals of the Association by reason of sex, race, creed, color, age, religious affiliation, political persuasion, income or sexual orientation.

ARTICLE 8. AMENDMENTS - Table of Contents

Section 8.1 Articles of Incorporation
The articles of incorporation shall be amended as provided in RCW 24.03.165, as amended.

Section 8.2 Bylaws
These bylaws may be amended by approval of a majority of the members entitled to vote, in person or by proxy, at an annual meeting or at a special meeting called for that purpose. The text of the amendment shall accompany the notice of the meeting and be mailed no less than 14 days before the date of the meeting. If discussion at the meeting leads to a modification of the text of the amendment, the amendment may not be approved until a subsequent meeting. Approval of the proposed amendment to be submitted to the membership shall be by a consensus decision of the Board.

The undersigned hereby certify that they are the duly elected president and secretary of the Washington Mediation Association and that the above bylaws were adopted by a majority of the membership present at a membership meeting at which a quorum was present held on April28, 2000.




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