WALLA WALLA AREA LIBRARY NETWORK (WALNET) BYLAWS

ARTICLE I POWERS AND PURPOSE The Walla Walla Area Library Network, herein after referred to as WALNET, exists by virtue of Chapter 39.34 Revised Code of Washington and the Interlocal Cooperation Agreement of June 6, 1990. The operating rules and regulations as provided in the Bylaws, and as amended, shall be binding on all member orgamzations during the period of their membership in WALNET.

ARTICLE II MEMBERSHIP Section 1. Membership. As set forth in the Interlocal Cooperation Agreement forming the consortium, the following organizations are members of WALNET: Walla Walla Community College Library, and the Walla Walla County Rural Library District, and any other agency becoming signatory to that Agreement in the future. Section 2. Duties. The right, privileges and responsibilities of the members of the Governing Board are as specified in the Interlocal Cooperation Agreement.

ARTICLE III OFFICERS Section 1. Designation of Officers. The Officers of the WALNET Governing Board shall be Chairman, Vice Chairman and Recording Secretary. In absentia of a fiscal agent, a treasurer will be added to the Officers of the WALNET governing board. The Chairman and Vice Chairman shall be elected to serve for a two year term or until their successors are elected, and their term of office shall begin at the beginning of the fiscal year, commencing July 1. WALNET Bylaws • June 3, 2015 1

Section 2. Election of Officers. At the last regular meeting of the fiscal year, officers shall be elected from open nominations taken from the floor. Section 3. Duties. The Chairman shall plan the meeting agendas, preside at all meetings of the Governing Board, authorize calls for special meetings, appoint all committees, execute documents authorized by the Governing Board, serve as ex officio member of all committees, ensure that a true and accurate record is maintained of all meetings of the Governing Board, and perform all other duties associated with that office. The Chairman's mailing address shall be the official mailing address of WALNET. The Vice Chairman shall, in the absence of the Chairman, assume and perform the duties and functions of the Chairman. The Treasurer shall prepare and present financial status reports and prepare vouchers for approval by the WALNET Governing Board for the payment of bills. In addition, the Treasurer will assure the drawing of checks and payment of bills. Section 4. Vacancies. Vacancies occurring in any office shall be filled at the next regular meeting of the Governing Board. Any officer selected to fill a vacancy shall serve from the time of election to the end of the term filled. Section 5. Compensation. Officers of the Governing Board shall not receive salary or other compensation for services. Authorized expenses incurred on behalf of WALNET shall be reimbursed from WALNET funds.

ARTICLE IV MEETINGS Section 1. Place, Time and Frequency of Meetings. Regular and special meetings shall be held at a place specified by the Chairman. Regular meetings shall be held on the first Tuesday of each month unless another date is specified by the Chairman. Regular meetings shall be held at 9:00AM. unless another time is specified by the Chairman. Special meetings may be called by the Chairman, or upon written request by a simple majority of the Governing Board, for the transaction of business. WALNET Bylaws • June 3, 2015 2

Section 2. Quorum. A quorum of members present and entitled to vote on the transaction of business shall consist of the following: Total Governing Board Membership Four Five Six Seven Eight Nine Ten Eleven Twelve

Quorum Three Three Four Four Five Six Six Seven Eight

Section 3. Voting Rights. Governing Board members or their official designees shall have the right and must be present to vote. Each Governing Board member or designee shall have one vote, as specified in the Interlocal Cooperation Agreement. Section 4. Agenda. A printed agenda shall be prepared for each regular meeting and distributed prior to the regular meeting. Section 5. Minutes. Minutes shall be recorded for all regular and special meetings of the Governing Board. Minutes of all regular and special meetings shall reflect all formal action taken by the Governing Board, but need not include a report of all discussions. Minutes of each meeting shall be submitted for formal approval by the Governing Board at the following regular meeting. Section 6. Parliamentary Authority. Robert's Rules of Order, latest revised edition, shall govern the parliamentary procedures of the meetings, except when superseded by these Bylaws.

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ARTICLE V COMMITTEES Committees, standing or special, shall be appointed by the Chairman as the Governing Board shall from time to time deem necessary to carry on the work of WALNET. The Chairman shall be ex officio a member of all committees. ARTICLE VI AMENDMENTS These Bylaws may be amended by the Governing Board at any regular meeting of the Governing Board, provided that the amendment has been submitted in writing at the previous regular meeting. ARTICLE VII GENERAL Should any article or section of these Bylaws be in conflict with the laws of the State of Washington, that particular article or section shall be void. The balance of these Bylaws shall remain in effect. The article or section held invalid shall be amended as required by law in accordance with Article VI of these Bylaws.

Adopted by WALNET Governing Board August 6, 1990 Amended September 2, 1999 Amended February 10, 2015 Amended June 3, 2015

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