Bylaws
of
Western Washington
Chapter of the International Code Council
2004 Revised Edition (2nd
Printing)
ARTICLE 1 - DEFINITIONS
For
purposes of these Bylaws, the following terms shall have the meaning set forth
below.
1
.
1
Articles. The
Articles of Incorporation for the Corporation
filed on
January 16, 1992
, as may be amended from time to time.
1.2
Associate
Member.
Representatives of industry, engineers, architects and other individuals
interested in the goals of the Corporation.
1.2.1
Associate Member application must be sponsored
by Class A or Class B member and
limited to Available Associate Membership positions.
1.2.2 Available Associate Membership positions
shall be limited to one third annual number of members in good standing.
1.3
Board.
The Board of Directors as established by the Articles.
1.4
Bylaws.
These Bylaws for the Corporation as later amended or modified.
1.5
Class A Member.
An authorized representative of a state, county or municipal government
agency engaged in the administration and enforcement of building codes and
related ordinances.
1.6
Class B Member.
An employee (inspector, plans examiner, support staff, technician, etc.)
of a state, county, or municipal government agency, other than a Class A Member
who has been designated as such by a Class A Member.
This term also includes students engaged in studying more than twelve
hours per week.
1.7
Corporation.
Western Washington Chapter of the International Code Counsel, a
Washington
Non-Profit Corporation.
1.8
Direct or Indirect Interest.
A Director or an Officer who:
1.8.1 Direct. Deals directly with the
Corporation on an individual basis and not in his/her capacity as a Director,
Officer and/or employee; or
1.8.2
Indirect. Having one of the following
relationships with an entity that deals directly with the Corporation: owner,
director, officer, employee, material ownership interest, partner, trustees or
other financial interest coupled with control or management to any degree except
ownership of less than One Percent (1%) of value of the entity with no other
position with regard to that entity. Ownership
of closely related individuals may be attributed for these purposes.
For the purpose of this section, closely related individual shall
mean a grandparent, parent, sibling, spouse or significant other recognized by
law as a marriage partner and a grandparent, parent, or sibling of said spouse
or significant other.
1.9
Director.
An individual member of the Board.
1.10
Honorary
Member.
Individuals who have rendered outstanding and meritorious service in the
furtherance of the objective of the Corporation.
1.11
ICC.
The International Code Council
1.12
Member.
A voting member of the Corporation as defined in the Bylaws and the
Articles.
1.13
Officer.
An officer or agent of the Corporation.
ARTICLE
2 - OFFICES
2.1
Registered Office.
The registered of f ice of the Corporation shall be located in the State
of
Washington
at such location as determined by the Board.
Any change shall be effective upon filing notice of the change with the
Secretary of State of the State of
Washington
.
2.2
Registered Agent.
The initial registered agent was selected in the Articles.
The Board may from time to time replace the registered agent, which
change shall be effective upon the filing of notice of the change with the
office of the Secretary of State of the State of
Washington
.
2.3
Other offices.
The Corporation may have other offices within or without the State of
Washington
at such location(s) as determined by the Board.
ARTICLE
3 – MEMBERSHIP / MEETINGS
3.1
Standing.
A Member shall be deemed to be in good standing if such Member is current
in all financial obligations with regard to the Corporation.
3.2
Regular
Meeting.
3.2.1 Time Period.
There shall be a regular monthly meeting of the Members on the third
(3rd) Thursday of each month, except for June, July and August.
If a regular meeting conflicts with the national ICC or WABO Business
Meetings, a national holiday, or a religious day of observance, the Members at
the prior meeting shall vote to either change the meeting date or to cancel the
meeting. The annual meeting of
Members shall be held on the third (3rd) Thursday of May.
If the annual meeting of the Members is not held within any thirteen (13)
month period, the Superior Court of the State of
Washington
may, on the application of any Member for a Writ of Mandamus, summarily order a
meeting to be held.
3.2.2 Purpose - Annual Meeting.
The annual meeting of Members is for the purpose of electing directors,
reviewing the affairs of the Corporation over the preceding year, and covering
such other matters as may properly come before the meeting.
3.2.3 Order of Business.
At all regular meetings of Members, the order of business shall be as
follows:
3.2.3.1
Calling the meeting to order;
3.2.3.2
Introduction of Members and guests;
3.2.3.3
Roll call of officers;
3.2.3.4
Proof of due notice of meeting (or filing waiver)
3.2.3.5
Announcement of a quorum;
3.2.3.6
Reading
and approval of minutes of the previous meeting;
3.2.3.7
Announcements;
3.2.3.8
Reports of Officers;
3.2.3.9
Reports of committees;
3.2.3.10 Programs;
3.2.3.11 Old
or unfinished business
3.2.3.12 New
business;
3.2.3.13 Election
of Officers (Annual Meeting);
3.2.3.14 Installation
of Officers (Annual Meeting);
3.2.3.15 Approval
of budget (when presented to the Members); and
3.2.3.16 Adjournment.
3.3
Special Meetings
3.3.1 Purpose.
Special meetings of the Members may be called for any purpose.
3.3.2 How Called.
Special meetings may be called at any time by:
3.3.2.1
the President; or
3.3.2.2
a majority of the Members.
3.4
Meeting Place
/Procedures.
3.4.1 Meeting Place.
All meetings of Members shall be held at such place as determined by the
Vice President or by a majority vote of the Members at the previous meeting.
The notice for each meeting shall state the place at which the meeting
shall be held. The meeting shall be
so located as to encourage maximum opportunity for Members to attend.
3.4.2 Rules of Order.
The rules contained in the most recent edition of Roberts Rules of Order,
Revised, shall govern all meetings, where those rules are not inconsistent with
the Articles, Bylaws, or special rules of order of the Corporation.
3.4.3 Use of Communication Equipment.
Members may participate in a meeting of Members by means of a conference
telephone or similar communication equipment by means of which all persons
participating in the meeting can hear each other at the same time, or by other
electronic media which attain the same end, when approved by the board.
Participation by such means shall constitute presence in person at a
meeting.
3.4.4 Action by Members Without a Meeting.
The Members may take any action required or which may be taken at a
meeting of Members without a meeting if consented to in writing, or by
electronic media, which attain the same end, when approved by the board.
The consent must set forth the action to be taken and must be signed by
all of the Members entitled to vote with respect to the subject matter thereof.
The properly executed consent has the same force and effect as a
unanimous vote of Members.
3.4.5 Adjournment.
Any meeting may be adjourned from time to time provided that the
non-attending Members receive notice of the time and place of the resumption of
the meeting.
3.5 Notice.
3.5.1
Annual Meeting.
At least ten (10) days but not more than fifty (50) days prior to the
annual meeting of Members, each Member of record entitled to vote at such
meeting shall receive notice. The
notice shall set forth the time and place of the meeting and shall specify any
special business that may be brought up at the meeting.
The notice shall be given by
delivering it personally or by depositing it, postage prepaid, in the
United States
mails addressed to the member’s last known address.
3.5.2
Special Meetings.
At least ten (10) days but not more than fifty (50) days prior to any
special meeting of Members, each Member of record entitled to vote at such
meeting shall receive notice. The
notice shall set forth the time and place of the meeting, and the purpose or
purposes for which the meeting is called. The
notice shall be given by delivering it personally or by depositing it, postage
prepaid, in the
United States
mail addressed to the member’s last known address.
3.5.3
Waiver of Notice.
A waiver of any notice required to be given any members, signed by the
person(s) entitled to such notice, whether before or after the time stated
therein for the meeting, shall be equivalent to the giving of such notice.
3.6.1
Voting Record. A
complete record of the Members entitled to vote at any meeting shall be made at
least ten (10) days prior to each meeting. The
record shall be arranged in alphabetical order, with the address of each Member.
The record shall be kept on file at the registered office of the
Corporation, or at the main office of the Corporation until the meeting.
The record shall be produced and kept open at the time for inspection by
any Member during regular business hours. Failure
to comply with the requirements of this section shall not affect the validity of
any action taken at such meeting.
3.6.2
Quorum. A
quorum for any meeting of Members shall consist of fifteen (15) Class A Members,
Class B Members and Associate Members, unless a different percentage is required
by law.
3.6.3
Decisions. In order
for business to be transacted, there must be a quorum present of the class of
members entitled to vote on such matter. Any
decisions shall be based upon a percentage of those Members entitled to vote who
are present at the meeting. A
majority vote shall be sufficient to transact business unless there are specific
provisions otherwise contained in the Revised Code of Washington, the Articles,
or these Bylaws.
3.6.4 Financial.
Before money is to be expended by the corporation, a majority vote of the
Class A, Class B and Associate Members only is required.
3.6.5
Election of Officers.
A majority vote of Class A Members, Class B Members and Associate Members
is needed to elect officers.
3.7
Budget.
3.7.1 Approval.
The budget for each year shall be approved by a majority of Class A,
Class B and Associate Members.
3.7.2 Dues Current.
Membership dues shall be as established annually by the membership
present at the annual business meeting. The
Secretary or Treasurer, as directed by the Board, shall send a notice of dues
assessment prior to September 25th of each year, which dues shall be valid for
the following year.
3.7.3 Dues Delinquent.
Dues not paid by the last day of February following the notice of dues
shall be considered delinquent (amended Mar 15, 2001)
3.7.3.1
The name of any member whose dues are delinquent shall be stricken from
the Chapter roster and all privileges of membership shall be suspended until
such time as the dues are paid in full for the year in which reinstatement is
sought.
ARTICLE
4 - BOARD OF DIRECTORS
4.1
Authority of Board.
4.1.1 Powers.
All powers of the Corporation shall be exercised by or under the
authority of the Board. The affairs
of the Corporation shall be managed under direction of the Board.
4.1.2 Reservation of Rights.
The Board may exercise all powers of the Corporation and all lawful acts
and things which are not directed or required by statute, the Articles, or these
Bylaws to be exercised or done by the Members.
4.1.3 Duties of Directors.
A Director shall perform all of his/her duties in good faith and in a
manner such Director believes to be in the best interest of the Corporation.
Each Director shall exercise such care, including reasonable inquiry as
an ordinarily prudent person in a like position would use under similar
circumstances.
4.1.4 Reliance.
In performing his/her duties, a Director shall be entitled to rely on
information, opinion, reports, or statements, including financial statements and
other financial data, in each case prepared or presented by:
4.1.4.1 one or more officers
or employees of the Corporation whom the Director believes to be reliable and
competent in the matter presented;
4.1.4.1 counsel, public
accountants, or other persons as to matters which the director believes to be
within such person's professional or expert competence; or
4.1.4.1 a committee of the
Board upon which the Director does not serve, duly designated - in accordance
with a provision in the Articles or these Bylaws, as to matters within its
designated authority, which committee the 'Director believes to merit
confidence; so long as, in any such case, the Director acts in good faith, after
reasonable inquiry when the need therefor is indicated by the circumstances and
without knowledge that would cause such reliance to be unwarranted.
4.1.5 Decisions.
4.1.5.1
When funds of the Corporation are to be expended, the Board shall defer
decisions to the Class A, Class B and Associate Members.
4.1.5.2
When there are no funds of the Corporation to be expended in any
agreement or negotiation, approval may be made by three Directors.
4.1.5.3
The Board has authority to engage as a contract agent with the state of
Washington
,
Community Development Department
,
Washington
State Energy Office, the State Building Code Advisory Counsel and the
Washington Association of Building Officials.
4.1.5.4
Notwithstanding the foregoing, Corporation funds may be expended without
a specific vote for the expenses of the Board, provided the expenses are related
to Corporation business and no personal benefit accrues to any Member.
This one provision shall be reviewed annually during the review of
expenses by the Ad Hoc Audit Committee.
4.2
Membership
of the Board
4.2.1
Number and Term. The
President, Executive Vice President, Vice-President, Secretary, and Treasurer
shall be the Directors. Additionally,
the immediate Past President shall remain a voting board member following
his/her Presidency for the term of one year. The term for each Director shall
coincide with that Director's term as an Officer.
4.2.2
Qualifications. All
Directors must be at least eighteen (18) years of age.
Each Director must be a Member or an owner, officer or agent of a Member.
5.2.3 Election.
Directors, except the immediate Past President shall be elected by the
Members at the annual meeting, or at a meeting called for that purpose.
Those nominees receiving the greatest number of votes shall be elected
for the seats available.
4.2.4 Removal of Directors.
The entire Board, or any Director, may be removed (prior to the
expiration of his/her term) with or without cause by two-thirds (2/3) of the
votes cast by Members. The removal
must be at a meeting of Members called expressly for that purpose.
4.2.5 Resignation.
Any Director may resign at any time by delivering written notice to the
President, the Secretary, or the registered office of the Corporation, or by
giving oral notice at any meeting of the Board or of the Members.
4.2.6
Vacancies.
Any vacancy occurring in the board may be filled by the affirmative vote
of a majority of the members present at the meeting at which the vote is taken.
A Director elected to fill any vacancy shall hold office for the
un-expired term of his/her predecessor and until his/her successor is elected
and qualified. Any vacancy to be
filled by reason of an increase in the number of Directors may be filled by the
Board for a term of office continuing only until the next election of Directors
by the Members.
4.3
Meetings
4.3.1 Annual Meeting.
The annual meeting of the Board shall be held without notice immediately
after the adjournment of the annual meeting of Members.
4.3.2 Regular Meetings.
Regular meetings of the Board or any committee designated by the Board
may be held without notice at the principal office of the Corporation or at such
other place or places, either within or without the State of
Washington
, as the Board or such committee, as the case may be, may from time to time
designate.
4.3.3
Special Meetings.
Special meetings of the Board may be called at any time by the President,
Secretary or by any two (2) Directors to be held at the principal office of the
Corporation or at such other place or places as the Board or the person or
persons calling such meeting may from time to time designate.
4.3.4 Committee Meetings. special meetings
of any committee may be called at any time by such person or persons and with
such notice as shall be specified for such committee by the Board, or. in the
absence of such specification, in the manner and with the notice required for
special meetings of the Board.
4.3.5 Participation of Directors by
Communication Equipment. Directors
or committees designated by the Board may participate in a meeting of the Board
or a committee by means of a conference telephone or similar communication
equipment which all persons participating in the meeting can hear each other at
the same time, or by other electronic media which attain the same end, when
approved by the board. Participation
by such means shall constitute presence in person at a meeting.
4.3.6 Action by Directors Without a Meeting.
Any action required or which may be taken at a meeting of the Board, or
of a committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so taken or to be taken, shall be signed by all of the
Directors, or all of the members of the committee, as the case may be, or by
electronic media which attain the same end, when approved by the board.
Such consent shall have the same effect as a unanimous vote.
4.3.7 Procedure.
Meetings of the Board shall be held and conducted in accordance with the
rules contained in the most recent edition of Roberts Rules of Order and such
other rules adopted by the Board. The
order of business shall be as designated in Article 3.2.3.
4.3.8
Adjournment.
Any meeting may be adjourned from time to time, provided that the
non-attending Directors receive notice of the time and place of the resumption
of-the meeting.
4.4
Notice
4.4.1 Notice of Special Meetings.
Written notice of each special meeting of the Board shall be delivered
personally, telegraphed or mailed, or delivered by electronic media which attain
the same end, when approved by the board, to each Director (at his/her address
shown on the records of the Corporation) at least three (3) business days before
the meeting. Notice shall be
effective upon delivery at such address, provided that notice by mail shall also
be deemed effective if deposited in the United States mail properly addressed
with postage prepaid at least five (5) business days before the meeting, and
notice by telegraph shall also be deemed effective if the content thereof is
delivered to the telegraph company at least three (3) business days before the
meeting. Neither the business to be
transacted at, nor the purpose of any special meeting need be specified in the
notice of such meeting.
4.4.2 Waiver of Notice--Written.
Whenever any notice is required to be given to any Director or committee
member, a waiver thereof in writing, or by electronic media which attain the
same end, when approved by the board, signed-by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither
the business to be transacted at, nor the purpose of, any meeting of the Board
or a committee need be specified in the waiver of notice of such meeting.
4.4.3
Waiver of Notice--By Action.
The attendance of a Director or a committee member at a meeting shall
constitute a waiver of notice of such meeting, except where the Director or a
committee member attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
4.5
Voting.
4.5.1 Quorum.
Except as otherwise may be required by law, a majority of the Directors
shall constitute a quorum for the transaction of business at any Board meeting.
4.5.2
Decisions. The act of the majority of
the Directors present at a meeting at which there is a quorum shall be the act
of the Board.
4.5.3
Dissent by Directors. A Director present at a meeting of the Board at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless: a) his/her dissent shall be
entered in the minutes of the meeting; or b) he/she files his/her written
dissent to such action with the person acting as secretary of the meeting before
adjournment thereof; or c) he/she forwards his/her dissent by registered mail to
the Secretary of the Corporation immediately after the adjournment of the
meeting.
The right to dissent shall not apply to a director who voted in favor of
such action.
4.6
Actions Where Directors Have an Interest
4.6.1 Remuneration.
The Board may resolve to compensate Directors and committee members as
follows:
4.6.1.1 A stated salary as
Director or committee member;
4.6.1.2 A fixed sum for
attendance at each Board or committee meeting;
4.6.1.3
Reimbursement of expenses, if
any, for attending any Board or committee meeting;
4.6.1.4
A combination of any of the
foregoing.
No such payment shall preclude any Director or committee member from
serving the Corporation in any other capacity and receiving compensation
therefor.
4.6.2 Loans.
No loans shall be made by the Corporation to Directors.
4.6.3 Corporation
Transactions with Interested Director.
4.6.3 .1 If a transaction is fair to
a corporation at the time it is authorized, approved, or ratified, the fact that
a Director or an officer had a Direct or Indirect Interest in the transaction is
not grounds for either invalidating the transaction or imposing liability on
such Director or Officer.
4.6.3 .2 If the material facts of
the transaction and the Director's or Officer's interest was disclosed or known
to the Board, and the Board authorized, approved, or ratified the transaction
(e.g., by it receiving the affirmative vote of a. majority of the Directors that
have no direct or indirect interest in the transaction) , or if the material
facts of the transaction and the Director's or Officer's interest was disclosed
or known to the Members entitled to vote, and such Members authorized, approved,
or ratified the transaction (e.g., by receiving a majority of the vote of the
Members other than those voted under the control of the interested Director or
Officer), then the burden of invalidating the transaction -is upon the person
attempting to invalidate the transaction. In
other cases, the burden is upon the person asserting the validity of the
transaction.
4.6.4 Corporation
Transactions Involving Common Directorships
4.6.4.1 No
contract or other transaction involving the Corporation shall be either void or
voidable solely because a Director
has a Direct or Indirect Interest; or such Director is present at the meeting of
the Board or a committee thereof which authorizes, approves or ratifies the
contract or transaction; or such Director's
vote is counted for such purpose:
4.6.4.1.1 if
the material facts as to the contract or other transaction and as to the
Director's relationship with the other entity are fully disclosed or known to
the Board or committee, and the Board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote sufficient for such
purpose without counting the vote of such Director or if the votes of unrelated
Directors are insufficient to constitute an act of the Board by a majority vote
of unrelated Directors; or
4.6.4.1.2 if
the material facts as to the contract or other transaction and as to the
Director's relationship with the other entity are fully disclosed or known to
the Members entitled to vote thereon, and such contract is authorized, approved
or ratified by the vote of a majority of the Members.
4.6.4.2 If the
material facts as to the contract or transaction or as to the Director's
relationship to the other entity were not fully disclosed or known to the Board,
committee or Members, or if the contract or transaction was not authorized,
approved or ratified in the manner described in subparagraphs 4.6.4.1.1 or
4.6.4.1.2, this subparagraph applies. The
Corporation may avoid the contract or transaction, subject to the right of the
party asserting the validity of the contract to sustain the burden of proving
that the contract or transaction was fair and reasonable to the Corporation at
the time that it was authorized, approved or ratified, or that the contract or
transaction was fair and reasonable to the Corporation at the time it was
entered into, if the contract or transaction was never authorized, approved or
ratified by the Board, a committee or the Members.
4.6.4.3 Directors who have a
Direct or Indirect Interest in another entity may be counted in determining the
presence of. a quorum at a meeting of, the Board or of a committee which
authorizes, approves or ratifies a contract or transaction with such other
entity and may be counted in determining the presence of a quorum at a meeting
of Members which authorizes, approves or ratifies such a contract or
transaction.
ARTICLE
5 - OFFICERS
5.1 Selection
5.1.1 Designation.
The officers shall be the President, Executive Vice President, Vice
President, Secretary, Treasurer, and the Past President.
The Board may appoint Assistant Secretaries, Assistant Treasurers, and
such other officers and agents as it shall deem necessary or expedient, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board.
5.1.2
Term.
The Members shall elect officers for terms of one year at the annual
meeting of Members. The
Officers of the Corporation shall hold office until their successors are chosen
and qualified. Any Officer may be
removed by the Members whenever in their unfettered judgment the best interests
of the Corporation will be served thereby.
5.1.3
Restrictions. Officers must be Class A
Members or Class B members. No two
offices may be concurrently held by the same individual.
5.1.4 Vacancies.
A vacancy in the office of the President shall be filled by the
Vice-President. A vacancy in the
office of the Vice-President, Secretary, or Treasurer shall be filled by a
majority vote of the Members present at the first meeting following such
vacancy. A vacancy in the office of the immediate Past President shall be filled
by the next most immediate Past President.
5.1.5 Delegation.
In the case of absence or inability to act of any officer of the
Corporation and of any person herein authorized to act in such person's place,
the Board may from time to time delegate the powers and duties of such officer
to any other officer or any director or other person whom it may select.
5.1.6 Qualification.
When any officer no longer qualifies as an A or B member, he/she may
complete their term unless otherwise removed in accordance to these Bylaws and
Articles.
5.2 Authority
5.2.1 The
President.
5.2.1.1 The President shall be
an ex officio voting member of all
committees. The President shall
preside at all meetings of Members and Directors, have general supervision of
the affairs of the Corporation, and perform all duties incident to the office or
properly required of the President by the Board.
5.2.1.2
The
President or his/her designee shall represent the Corporation at the Annual Code
Development Meeting of the ICC each year or alternatively, when approved by the
membership, at a major code development meeting of the International Code
Council (I.C.C.). Subject to
availability of funds, and when approved by a vote of the Members, the
Corporation shall endeavor to financially assist the President in this
responsibility.
5.2.2
Executive Vice President.
5.2.2.1
During the absence or
disability of the President, the Executive Vice President shall exercise all the
functions of the President. The Executive Vice President shall have such power
and discharge such duties as may be assigned from time to time by the Board.
5.2.2.2
The Executive Vice President
shall oversee the membership committee.
5.2.3.1
The Executive Vice President
shall provide advisory assistance the Vice President.
5.2.3
Vice-Presidents.
5.2.3.2
During the absence or
disability of the President and the Executive Vice President, the Vice-President
shall exercise all the functions of the President. The Vice-President shall have
such powers and discharge such duties as may be assigned from time to time by
the Board.
5.2.3.3
The Vice president shall coordinate the meeting location and programs for
all regularly scheduled meetings.
5.2.4
Secretary.
5.2.4.1
The Secretary shall issue
notices for all meetings called by the Board, the President, or the Secretary.
5.2.4.2
The Secretary shall keep
minutes of all meetings, have charge of the corporate seal and corporate books,
and make such reports and perform such other duties as are incident to such
office or are properly required of the Secretary by the Board.
5.2.4.3
The Assistant Secretary, or
Assistant Secretaries in the order designated by the Board, shall perform all of
the duties of the Secretary during the absence or disability of the Secretary,
and at other times may perform such duties as are directed by the President or
the Board.
5.2.4.4
Should the President,
Executive Vice-President, or Vice-President not be available at any meeting, the
Secretary shall preside or at the Secretary’s option appoint the past
President to preside over such meeting.
5.2.5
The Treasurer.
5.2.5.1
The Treasurer shall have the
custody of all moneys and securities of the Corporation and keep regular books
of account.
5.2.5.2
The Treasurer shall receive
membership dues and maintain the records of membership standings.
5.2.5.3
The Treasurer shall disburse
the funds of the Corporation in payment of the just demands against the
Corporation or as may be ordered by the Board, taking proper vouchers for such
disbursements. He/she shall render
to the Board from time to time accounts of all transactions as Treasurer and of
the financial condition of the Corporation.
5.2.5.4
The Treasurer shall perform
all duties incident to the office or that are properly required of the Treasurer
by the Board.
