ABOUT WCC

Waitsburg Commercial Club By-Laws

Revision Date March 26, 2026

Article 1 - Name, Incorporation, Place of Business

Section 1. The name of the corporation shall be the "Waitsburg Commercial Club," hereinafter

referred to as "WCC".

Section 2. The WCC is a non-profit corporation incorporated under the laws of the State of

Washington. The time of existence of this corporation shall be in perpetuity.

Section 3. The mailing address of WCC is:

Waitsburg Commercial Club

P.O. Box 451

Waitsburg, WA 99361

The address of the registered office of the WCC and its registered agent shall be as

specified in the Articles of Incorporation, or if subsequently changed, as specified in the form

prescribed by the Secretary of State and filed pursuant to the Washington Nonprofit Corporation

Act. In accord therein, the Executive Committee or the registered agent may change the

address of the registered office and that of its agent.

Article 2 - Purpose

The purposes of WCC shall be:

A. To advance the economic prosperity and growth of the City of Waitsburg

B. To encourage the establishment and retention of industry in the Waitsburg Area

C. To collect and disseminate agricultural, manufacturing, commercial and government

information

D. To extend and develop trade, agriculture, retail, banking, tourism and other lawful

business pursuits

E. To engage in educational and networking endeavors for the development of our

members.

Article 3 - Membership

The members of WCC may be individuals, co-partnerships or corporations. There shall

be no capital stock and shares therein shall not be issued. The interest of each member shall be

equal to that of every other member, and no member may acquire any interest which will entitle

him to greater authority, interest or voting capacity in WCC than any other member. Membership

in WCC may be terminated by voluntary withdrawal, by expulsion or by death.

Section 1. Membership in WCC may be either regular or honorary.

Section 2. Regular members shall be those interested in the commercial development of the

City of Waitsburg, County of Walla Walla and State of Washington. Only regular members are

entitled to vote or hold office in the corporation.

Section 3. Membership Guidelines

A. A member does not, by reason of membership, have any right or ownership in the assets

of WCC nor any right to use the WCC name without approval of the Board of Directors.

B. A member may not transfer his or her membership to any person.

C. On the death, resignation or dismissal from WCC of any member, his membership and

all rights acquired under it shall thereupon and thereby be terminated; and all the

interests in the property of WCC of any person ceasing to be a member, shall revert to

and be vested in WCC.

D. Any member may be expelled for cause by a two-thirds vote of all the members of WCC

present at a regular meeting, one month's previous notice in writing- having been given

to the person of charges having been preferred against him. and an opportunity given

him to appear before the board of WCC and make his defense

E. Businesses or nonprofits holding membership as such in WCC shall be required to

designate one member representative to attend meetings and to cast their one vote.

Section 4. The Board of Directors may at any regular meeting of the Board, by unanimous vote

of the members present, admit to honorary membership any person deemed worthy of such

distinction. The intention to submit a name for admission to honorary membership shall be

announced at the last regular meeting of the Board prior to the date when the same is to be

acted upon and notice thereof shall be sent to each member of the Board of Directors by the

Secretary. Honorary members are non-dues paying members.

Article 4 - Dues

Section 1. Except for Honorary Members, dues for membership are collected annually. The

Executive Committee shall maintain a list of memberships as well as any members previously

expelled.

Section 2. Levels of membership:

1) Individual Dues

2) Business (for profit)

3) Non-Profit 501C3

4) Public Agencies/ Government Entities/ Utilities/ Hospitals

5) Chambers of Commerce/ Tourism Boards- Reciprocal Membership

6) Honorary

Section 3. Dues for membership shall be determined by majority vote of the Executive

Committee upon the annual fiscal review of WCC. Such a vote shall take place at an Executive

Committee meeting and be announced prior to the Annual Meeting.

Section 4. Except for Honorary Members, no individual will be entitled to WCC privileges nor

considered a member in good standing without paying the necessary dues.

Section 5. Any member removed or expelled for cause under Article 3 or any member who

resigns will forfeit any remaining dues.

Article 5 - Meetings

Section 1. All WCC meetings, including those for the General Membership, for the Executive

Committee, and for any special committee, shall be conducted in accordance with the current

bylaws. Robert's Rules of Order, Revised, shall apply on all questions of procedures not

specified in the bylaws. Except as specified herein, any action taken. shall be by majority vote.

Except as specified herein, no member may vote by proxy. Any action which may be taken at a

meeting of the Executive Committee, or any special committee may be taken without a meeting

if all members of the respective committee shall individually or collectively consent in writing to

take such action. Such written consent or consents shall be filed with the minutes of

proceedings.

Section 2. The WCC President will conduct all meetings. In the President's absence, the 1st

Vice President shall conduct the meeting, followed by the 2nd Vice President. The chairperson

selected by an applicable committee shall conduct meetings of that committee. A Sergeant at

Arms may be identified by the Chairperson at any meeting to maintain decorum.

Section 3. If more than three (3) Executive Board Members are absent, there is no quorum, and

no votes or action can be taken.

Section 4. All active WCC members in good standing present at any meeting shall constitute a

quorum.

Section 5. Membership Meetings

1) Annual Meeting.

A. There shall be an annual meeting held on the third Tuesday in April

B. At the Annual Meeting, the WCC membership present shall elect five executive board

members.

C. At each annual meeting there after board members/nominees shall be elected/ or

ratified. Any vacancies occurring from time to time shall be filled by a majority vote of the

remaining board members. The person elected to fill the vacancy shall hold office only

until the next annual meeting.

2) Regular meetings.

A. The membership of WCC shall meet on the last Thursday of each month at 6:30 P.M., at

which meeting any business may be transacted.

B. Notice of meeting shall be communicated to the Membership on not less than seven

days' notice published through publications including but not limited to email, website

announcement, newspapers, social media and/or by USPS, to active members.

3) Special Meetings.

A. Special meetings of WCC may be called by the President and shall be called upon the

request in writing of five WCC members or two members of the Board of Directors,

B. The purpose of such a meeting to be set out in such requests and at least

twenty-four-hour notice published through publications including but not limited to email,

website announcement, social media, newspapers and/or by USPS, to active members.

Section 6. A meeting of the Executive Board and membership may be conducted, in whole or in

part by teleconference, videoconference or other digital means provided reasonable measures

are taken to permit all members not physically present to hear the proceedings concurrently.

The Executive Board shall provide for proper notice, verify membership, assignment of the floor

and debate, voting, and any other procedures necessary for an orderly meeting.

Section 7. Agendas:

A. The President will be responsible for publishing an agenda for all meetings.

B. The President will send out the agenda for the monthly meeting, via email. to all current

members, a minimum of three (3) days prior to the monthly meeting.

C. Agendas will cover all aspects of the meeting, including but not limited to, approval of

minutes, financial reports and any other business that is relevant.

Section 8. Minutes:

A. Minutes of all meetings shall be taken and memorialized either by electronic recording,

with supporting typed notes, or handwritten notes.

B. Minutes shall include discussion points, action items and votes.

C. All minutes will be kept and maintained by the Secretary.

D. Minutes shall be made available to the membership.

Section 9. - The President shall appoint a Nominating Committee consisting of three WCC

members to fill positions of Board members at the January Membership Meeting. Elections are

held during the Annual membership meeting.

Section 10.- Conflict of interest policy-

A. The appearance of a conflict of interest occurs when a reasonable person might have

the impression, after full disclosure of facts, that a board member's judgement might be

influenced by outside interests.

B. Any member of the Board of Directors or a committee with power delegated to it by the

Board who believes that they are an interested person or might appear to have a conflict

of interest with regard to any matter comparing for the board or such committee must

disclose the existence of the interest or apparent conflict of the board or committee

C. If such member believes their interest in a matter constitutes either a conflict of interest

or the appearance of a conflict of interest, they should recuse themselves from any

discussion related to the matter and from voting on the matter

Article 6 - Officers and Duties

Subject to the limitations of the Articles of Incorporation, these Bylaws and the laws of

the State of Washington, the activities, affairs, property, and corporate powers of WCC shall be

governed by the Officers identified herein. The number of officers may be increased or

decreased from time to time by amendment to these Bylaws. Each member of the Board of

Directors must remain in good standing for the duration of their term.

Section 1. The following officers will be elected by majority vote and will constitute the Board of

Directors during the Annual Membership Meeting and serve until successors are elected in

accordance with these By-Laws.

A. The President presides over all meetings of WCC and the Board of Directors and serves

as the liaison and primary spokesperson for the organization, signs specific documents

on behalf of the Board of Directors and the corporation. The President is responsible for

leadership and management of WCC, facilitating communication between the

membership, Executive Board and community, and ensuring compliance and

accountability of the leadership and WCC to its members. The President will vote along

with all other members on the Executive Board, when all matters that are determined by

vote. The President is responsible for agendas.

B. The 1st Vice President shall preside at all meetings where the President cannot attend

or where the Vice President has been designated to preside by the President. Other

duties may be assigned by the President to assist in carrying out the business of the

Club.

C. The 2nd Vice President will be responsible for member outreach and will take the

minutes in the Secretary's absence.

D. The Treasurer is responsible for all funds of WCC and shall maintain financial records in

accord with these bylaws, any Board of Director policies, State and Federal law, and

best financial practices. The Treasurer shall immediately and without action by the

Executive Board draw checks for routine financial obligations insurance, county

assessments, utility bills). All remaining expenditures shall be approved by the Board of

Directors. When need arises, use of the WCC debit card - issued to the President and

Treasurer- can be utilized for expenditures. The treasurer shall keep accurate records,

report current balances at the membership meetings, and maintain all checking, savings,

and other financial accounts in accordance with State Law and best book- keeping

practices. The Treasurer, in conjunction with the Board of Directors, shall ensure that all

tax documents are timely and accurately filed. A CPA may be retained to assist in this

effort. All such records are the sole property of WCC.

E. The Secretary is responsible for maintaining an accurate record of the membership

meetings. All WCC generated correspondence, corporate documents, all records and

reports will be maintained by the Secretary, with the exception of the financial

documents, which shall be maintained by the Treasurer. The Secretary will maintain a

membership mailing list and other duties. which may be assigned to assist in carrying

out the business of WCC. All such records are the sole property of WCC. The Secretary

shall notify all members of all meetings. The Secretary shall confirm the eligibility of each

member nominated at the general membership meeting to run for an Executive office,

and any other committees.

Section 2. Reimbursement

Board of Directors shall be reimbursed for his or her actual expenses when such

expenses have been submitted and approved as directly related to WCC activities.

Section 3. Elections

A. The nominations of WCC officers shall occur within the first quarter. Notice to members

requesting nominees shall be sent in January of each year with notification of the

January Membership meeting. Nominees will be formally elected and ratified at the April

Annual Meeting.

B. Any nominee for an office must be at least (18) years of age.

C. Board Composition

1. The nomination and election of officers shall occur by office, with President first,

then 1st Vice President, 2nd Vice President, Secretary, and Treasurer.

2. The President or the presiding officer will open and close nominations for each

office.

3. Any member in good standing may nominate any other member in good standing

for the office that is open for nominations.

4. All nominations must have a second or the nomination will not be accepted.

5. Nominees must be present at the General Membership Meeting, unless a

majority of those in attendance waive this requirement.

6. The Secretary will note the nominees for the office, and the nominator and

member who made the second, into the meeting minutes and will confirm the

eligibility of the nominee.

7. Any member nominated for an office may refuse the nomination.

8. Liaison Board members from the City of Waitsburg (City Administrator),

Waitsburg School District (Superintendent of Schools), and Waitsburg Parks and

Rec will be appointed by the current President and reappointed at any time

necessary by the current President.

9. Voting Board Members from the Waitsburg Historical Society, Rural Youth

(RYES), Friends of the Library, Waitsburg Town Hall will be designated by the

current President upon notification from those organizations of their designated

representative.

10. The Immediate Past President is an automatic Executive board position each

year.

11. For the purpose of efficient governance, (i.e.: vacancy in officer positions that

cannot be filled) the President can appoint up to two (2) additional executive

board members with majority approval of the executive board. These board

members will serve one year unless they are reappointed.

(d) Election

1. The members present at the April Annual Meeting shall constitute a quorum for

the purpose of electing officers.

2. Voting shall be voiced by ayes or nays. The nominee receiving the majority of

votes shall be elected. If three or more candidates are nominated and no

candidate receives a majority of votes, the candidate receiving the fewest votes

shall be eliminated and the remaining candidates shall be voted on again, until a

candidate receives a majority of votes.

3. If only one member is nominated for any office, that member will be considered

duly elected provided they meet all the minimum. requirements for that office.

4. All officers elected at the Annual General Meeting shall take office at the next

regular meeting. At the next regular meeting, new officers and board members

will be given a current copy of WCC Bylaws.

5. If no willing candidate with the necessary qualifications cant be found for an

office, that office shall remain vacant. The Executive Board can fill the position at

any membership meeting by a majority vote of the board.

Section 4. Resignation and Removal of Officers

A. Resignation of any officer may be accepted by a majority vote of the remaining members

of the Executive Board.

B. Removal of an officer during their term of office shall be accomplished by petition of at

least 55 percent of the general membership in good standing. The petition shall be in

writing, presented to the Executive Board not less than 15 days before an Executive

Board meeting, and voted on by all members of the Executive Board except the officer in

question. The general membership shall be informed within 15 days. by appropriate

means of the decision of the Executive Board.

C. A temporary acting appointment to replace any removed or resigned officer may be

made by majority vote of the remaining members of the Executive Board to serve until

the next Annual Meeting. In lieu of any such temporary designation of a replacement, the

President may re-assign the duties of the officer who has removed or resigned to other

members of the Executive Board for an interim period until a nominee is found. A

member elected to fill the vacancy will serve until the next regular scheduled election for

that office.

D. If a vacancy occurs in the office of President, the 1st Vice President shall serve as

president for the remainder of the term, the 2nd Vice President will become 1st Vice

President, and a new 2nd Vice President shall be elected. The office of Past President is

filled with the most current Past President able and willing to serve. New board members

will be given a current copy of WCC Bylaws.

Section 5. Ad Hoc and Standing Committees

A. The Executive Board may establish one or more committees for special projects. All

such committees will be organized and disbanded as determined by the Executive

Board. No committee, including any standing committee, may have authority to amend

the Articles of Incorporation, to adopt a plan or merger or consolidation with another

corporation, to authorize the sale, lease, or exchange of WCC property, to dissolve

WCC, or to repeal any resolution of the Executive Board.

B. Committees will be composed of members in good standing. Meetings of such

committees will be conducted as required by the committee chair.

C. Committee Chairs and Members shall be given a current copy of WCC Bylaws.

Article 7 - Financials

The property of the corporation is irrevocably dedicated to purposes consistent with

WCC Articles of Incorporation. No part of net earnings shall be used to compensate board

members for meetings.

Section 1. The officers of Waitsburg Commercial Club have a fiduciary responsibility to their

members to safeguard the financial resources of WCC, including, but not limited to, WCC dues,

event income, property, donations, and other revenues of WCC. All such amounts shall be

maintained in accounts at an established financial institution as determined by the Executive

Board. A detailed inventory of property shall be maintained. Three members of the Executive

Board shall be listed on WCC financial accounts.

A. All deposits shall be made within 10 days of receipt.

B. One additional executive board member, who is not a signee on the financial accounts,

shall have electronic access to the financial accounts allowing a monthly audit of

disbursements and receipts. The audit will become a part of the monthly financial report.

C. If signatories or executive officers change, an audit of the financial accounts will include

a letter of agreement noting current bank balance with outstanding checks or debits

pending.

Section 2. The Executive Board will establish an annual budget at its February meeting and will

review monthly proposals, expenditures and general operating expenses.

Article 8 - Amendments

Section 1. Amendments to the Bylaws may be introduced by any member of WCC in good

standing at any regular meeting of the general membership, or any special meeting called for

the purpose of amending the Bylaws.

A. Current Bylaws shall be given to the membership at the January Membership meeting,

or at a special meeting called for the purpose of ratification of proposed amendment(s).

B. A two-third (2/3) majority vote is required by the members present at the next regular, or

special meeting to approve the amendment (s).

Section 2. Unless the context otherwise requires, the general provisions, rules of construction

and definitions contained in the general provision of the Washington Nonprofit Corporation Act

shall govern the construction of these Bylaws.

Article 9 - Dissolution

In the event of dissolution of WCC, after all financial obligations have been paid in full

and physical assets sold or disposed, the residual monies shall be distributed to a fund,

foundation, or other organization operated and organized under a 501C6 or 501C3 in the State

of Washington.

CERTIFICATION

I hereby certify that I am the duly elected and acting Secretary of the Board of Directors of the

Waitsburg Commercial Club, and the foregoing Bylaws were amended and adopted by the

Board of Directors this 26th day of March 2026.

Waitsburg Commercial Club as of the date set forth above.