NAME AND ESTABLISHMENT
1.1- Name. The official name shall be the Washington Materials Management and Financing Authority, hereinafter referred to as the “Authority.”
1.2- Establishment. The Washington State Legislature established the Authority as a public body corporate and politic, constituting an instrumentality of the State of Washington exercising essential governmental functions.
PURPOSE AND LIMITATIONS
2.1- Purpose. The Legislature created the Authority to: 1) plan and implement a collection, transportation, and recycling program for manufacturers of covered electronic products that have registered with the department their intent to participate in the standard program as required under RCW 70.95N.040; 2) as a business management organization on behalf of the citizens of the state to manage financial resources and contract for services for collection, transportation, and recycling of covered electronic products; and 3) develop innovative approaches to improve materials management efficiency in order to ensure and increase the use of secondary material resources within the economy.
2.2- Limitations. The Authority shall have only such powers and responsibilities as are delegated to it by the State of Washington, including but not limited to those outlined in RCW 70.95N.010, et. seq.
3.1- Membership. Membership in the Authority is comprised of registered manufacturers participating in the standard plan. Any registered manufacturer who does not qualify or is not approved to submit an independent plan, or whose independent plan has not been approved by the Department of Ecology, is a member of the Authority. All new entrants and white box manufacturers, as defined in RCW 70.95N.020, are also members of the Authority.
BOARD OF DIRECTORS
4.1- General Powers. The business and affairs of the Authority shall be managed by its Board of Directors, hereinafter referred to as the “Board.”
4.2- Number and Term. The Authority shall have a Board that is comprised of eleven Directors. Each Director may have any number of designated alternates to represent the Director at meetings of the Board, but each Director may only be represented by one person at each meeting of the Board. After 2007, each Director shall be appointed to serve a term of two (2) years. Upon completion of a term, each Director may be reappointed to the Board pursuant to the requirements set forth in this Article.
4.3- Qualification and Appointment. Each Director must be a participating manufacturer, appointed by the Director of the Department of Ecology. Five Director positions are reserved for representatives of the top ten brand owners by return share of covered electronic products, and six Director positions are reserved for representatives of other brands, including at least one Director position reserved for a manufacturer who is also a retailer selling their own private label. The Board must have representation from both television and computer manufacturers.
4.4- Compensation. The Directors serve without compensation. However, the Board may authorize the Authority to reimburse, solely from the funds of the Authority, expenses incurred by Directors in the discharge of their official duties.
4.5- Resignation. A Director may resign at any time by giving written notice to the Secretary of the Authority and to the Director of the Department of Ecology. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified by that notice, and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.
4.6- Removal of Directors. Any Director may be removed by the Director of the Department of Ecology for misfeasance, malfeasance, or willful neglect of duty.
4.7- Ex Officio Members. The Directors of the Department of Community, Trade, and Economic Development; the Department of Ecology; and the State Treasurer may serve on the Board as Ex Officio Members. The Ex Officio Members may each designate an employee of his/her respective departments/agencies to act on his/her behalf in all respects with regard to any matter to come before the Board. Such designations must be made in writing and communicated both to the Director of the Department of Ecology and to the Chairperson of the Board.
ORGANIZATION OF BOARD OF DIRECTORS
5.1- Organization. The Board shall elect from its membership the following positions:
5.1.1- Chairperson. The Chairperson shall preside at all meetings of the Board. The Chairperson shall be a member of and shall preside at all meetings of the Executive Committee. The Chairperson is authorized to sign all contracts, negotiable instruments, and other documents necessary for the proper operation of the Authority. The Chairperson may delegate this signing authority, through a written record, to any officer or Director of the Authority. The Chairperson shall perform such other duties as are properly required by the Board.
5.1.2- Vice-Chairperson. The Vice-Chairperson shall perform the duties of the Chairperson in the event of absence or disability of the Chairperson, and perform such other duties as may be assigned to him/her by the Chairperson. The Vice-Chairperson shall be a member of the Executive Committee. The Vice-Chairperson shall perform such other duties as are properly required by the Board.
5.1.3- Secretary. The Secretary shall be responsible for all correspondence and notices of meetings. The Secretary shall keep the minutes of all Board meetings and make copies of the same available in a timely manner on request. The Secretary will keep an accurate record of attendance at all meetings of the Board. The Secretary shall be a member of the Executive Committee. The Secretary shall perform such other duties as are properly required by the Board.
5.1.4- Treasurer. The Treasurer shall be responsible for the care and custody of all monies and securities of the Authority, shall sign such banking and financial instruments as require his/her signature on behalf of the Authority, and shall keep accurate accounts of all monies received and paid on behalf of the Authority. The Board may engage an accounting firm to perform regular audits to assist the Treasurer in his/her duties. The Treasurer shall be a member of the Executive Committee. The Treasurer shall perform such other duties as are properly required by the Board.
5.2- Election. The positions authorized above shall be elected annually from among the sitting Directors at the first Board meeting of each calendar year. The elected Directors shall assume their duties at the next Board meeting following their election.
5.3- Replacement. If for any reason, any elected Director is unable to complete the term for which he was elected, a new election will be held at the next meeting of the Board to fill the vacated office.
5.4- Delegation of Duties. In case of the absence or inability of any elected Director to act, the Board may temporarily delegate the powers or duties of such elected Director to any Director approved by a majority vote of Directors.
MEETINGS OF BOARD OF DIRECTORS
6.1- Regular Meetings. The Board shall meet regularly and no less often than every other month, on the third Thursday of every other month. The meetings will commence at 9:30 am Pacific Time and be held at the offices of Van Ness Feldman, 719 Second Ave, Seattle, WA 98104. The Board may change the date, time, and/or location of its regular meetings as appropriate.
6.1.1- Agenda. The Chairperson or Vice-Chairperson will prepare an agenda for regular board meetings. Prior to the meeting, a copy of the agenda shall be provided to all Directors and Ex Officio Members and shall be posted publicly on the Authority website. The Board, in its discretion, may distribute the agenda to any other parties. All regular meetings of the Board shall follow the agenda prepared by the Chairperson or Vice-Chairperson.
6.2 -Special Meetings. A special meeting may be called at any time by the Chairperson or by a majority of the Directors, by delivering written notice personally to each Director at least 24 hours before the time for the meeting specified in the notice. The notice may be delivered by mail, fax, or e-mail. Notice of special meetings must also be provided to any newspaper, radio station, or television station that has submitted a written request for such notice with the Secretary of the Authority. The notice of special meeting must specify the time and place of the meeting and the business to be transacted. The Board shall not take final action on any matter not included in the notice.
6.3- Emergency Meetings. If, because of emergency, the Board must take expedited action to meet the emergency, the Chairperson may provide for a meeting site other than the regular meeting site and public notice requirements may be suspended during the emergency.
6.4- Notification. Except for emergency board meetings, all board meetings, meeting times, meeting places and proposed agendas shall be publicly announced in advance of the meetings at such period of time and by such methods as the law may require.
6.5- Public Attendance. All meetings are open to the public under the law of the State of Washington. The Chairperson may provide an opportunity for public comment during the meeting, if appropriate.
6.6- Minutes. Minutes of all meetings will be recorded by the Secretary or a designee. Minutes of the previous meeting will be approved at the next meeting, with any additions or corrections noted. Minutes will reflect all motions and/or resolutions (including: maker of the motion and/or resolution, person seconding and the results of the vote) and any decisions reached by consensus.
6.7- Quorum. A simple majority of the voting Directors constitutes a quorum. Ex Officio Members do not count towards quorum. At any meeting of the Board at which a quorum is present, any appropriate business may be transacted, and the Board may exercise all of its powers.
6.8- Procedure. The Chairperson shall establish the order of business at all meetings. In case of a dispute regarding procedural matters, Roberts Rules of Order shall be followed.
6.9- Voting. Each Director shall possess one vote in matters coming before the Board. All voting at meetings of the Board shall be by each Director in person, whether by telephone or otherwise, and voting by proxy shall not be allowed. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board. For example, when all seats on the Board are filled, a quorum is 6 Directors, and if 6 Directors are present, actions of the Board require approval of at least 4 of the 6 Directors present. Abstentions count toward the majority. In the case of no majority, abstentions do not count.
6.10- Telephone Participation. The Board may conduct its meetings by means of a conference telephone or similar communications equipment provided all Directors and any other persons participating in the meeting may participate effectively (e.g., may hear and speak when appropriate). Participation by such means shall constitute presence in person at a meeting.
7.1- Committees. The Board shall maintain the committees set forth in this Article. The authority of each committee is limited to implementing the purpose of the committee. Unless defined below, the Chairperson shall select and appoint committee members. Each committee shall report at meetings of the Board.
7.2- Executive Committee. The Executive Committee of the Board shall be a standing committee, and shall consist of five members: the Chairperson, Vice-Chairperson, Secretary, Treasurer and an elected member of the Board at large. The Executive Committee shall have the authority to make operational decisions if required between regular Board meetings, but shall not make policy decisions.
7.3- Ad Hoc Committees. The Board shall designate any ad hoc committees as are necessary to facilitate the work of the Board. Ad hoc committees may consist of Directors and Members of the Authority, but every ad hoc committee shall have at least one Director participating to facilitate reporting back to the Board. Each ad hoc committee shall have such powers and perform such duties as may expressly be determined by Board.
7.4- Committee Meetings. If a committee acts on behalf of the Board, conducts hearings, or takes testimony or public comment, the committee meeting shall be open to the public and must comply with the notice and procedural requirements of Washington law. This requirement does not extend to committees that are meeting for the purpose of providing advice or information to the Board.
8.1- Officers. The Authority shall employ a Chief Executive Officer and a Chief Financial Officer. Officers of the Authority are not classified as employees of the State of Washington. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the Board may prescribe.
8.2- Chief Executive Officer. The Board shall hire or contract with an individual to serve as Chief Executive Officer of the Authority. The Chief Executive Officer shall report to the Chairperson of the Board. The Chief Executive Officer shall be responsible for the day-to-day operations of the Authority, subject to the supervision, policy, and operational directives of the Chairperson. The Board shall appoint the Chief Executive Officer at such time as it sees fit, but in no event later than February 1, 2009.
8.3- Chief Financial Officer. The Board shall hire or contract with an individual to serve as Chief Financial Officer of the Authority. The Chief Financial Officer shall report to the Chief Executive Officer and shall be responsible for the management of expenses and revenues of the Authority and such other responsibilities as may be delegated by the Board or the Chief Executive Officer. The Board shall appoint the Chief Financial Officer at such time as it sees fit, but in no event later than February 1, 2009.
8.4- Compensation. Any person, including any Director, serving as the Chief Executive Officer or Chief Financial Officer of the Authority shall be compensated based upon relevant experience and qualifications at an amount to be determined by the Board.
8.5- Removal. Subject to the rights, if any, of the officer under any contract of employment, the Board may remove any of the Authority’s officers whenever, in the Board’s judgment, removal will serve the best interests of the Authority.
8.6- Resignation. Any officer may resign at any time by giving written notice to the Secretary of the Authority. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified by that notice, and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.
8.7- Vacancy. Vacancies in any office arising from any cause may be filled by the Board at any regular or special meeting of the Board.
9.1- Staff. Other professional staff of the Authority may be hired at the reasonable discretion of the Chief Executive Officer or his/her designees.
10.1- Amendments. These Bylaws may be altered, amended or repealed and new Bylaws adopted by a two-thirds vote of the Board.
The undersigned hereby certifies that the foregoing Bylaws of the Washington Materials Management and Financing Authority were adopted at the meeting of the Board of the Authority was amended on March 26th, 2009 receiving an affirmative vote of at least two-thirds of the Directors in office.
Dated this 6th day of April, 2009.
By /s/ Mary Jacques
Secretary of the Authority