Amended April 25, 2026

ARTICLE 1. OFFICES

The principal office of the Association of VA Surgeons (the “Corporation”) shall be located at its principal place of business or such other place as the Board of Directors (“Board”) may designate. The Corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the Corporation may require from time to time.

ARTICLE 2. MEMBERSHIP

2.1  Classes of Members

The Corporation shall have three classes of voting members: the first class to be designated the Active Members, the second class to be designated the Senior Members, and the third class to be designated the Associate Members. The Corporation shall have two classes of nonvoting members: a class to be designated the Honorary Members and a class to be designated the Candidate Members. Additional classes of members, the manner of election or appointment of each class of members, and the qualifications and rights of each class of members may be established by amendment to these Bylaws, so long as such amendments are not inconsistent with the Washington Nonprofit Corporation Act (Chapter 24.03A of the Revised Code of Washington, as amended), (the “Act”) or the Corporation’s Articles of Incorporation, as amended. It is intended that only the Active Members, Senior Members and Associate Members shall be members as such term is defined in Section 24.03A.010 of the Act. The Corporation may refer to other classes of Members as a “member” or “Corporation member” even though such persons are not members within the meaning of the Act. Any reference or use of the term “member” or “membership” in reference to Honorary Members and Candidate Members indicates non-statutory member and not a member as defined in the Act. Honorary Members and Candidate Members of the Corporation will have no voting rights.

2.2  Qualifications of Members

2.2.1 Qualifications of all Members
(a) Pay the membership dues and assessments determined by the Board from time to time; and
(b) Be approved for admission as a member by the Board of the Corporation.

2.2.2      Additional Qualifications - Active Members.Active Members of the Corporation shall be surgeons, surgical specialists and anesthesiologists affiliated with the Department of Veterans Affairs and for whom the VA affiliation is a significant part of their academic and professional identity. Active Members should hold certification by the American Board of their specialty or Fellowship in or certification by one of the Royal or American Colleges. Only Active Members shall be eligible for election to office or serve as Director of the Corporation. Active Members shall be entitled to vote.

2.2.3      Additional Qualifications - Associate Members.Associate Members shall be individuals having an interest in patient care, medical education, or research in surgery in the Department of Veterans Affairs (including but not limited to research scientists, physician assistants, perfusionists, nurses, nurse practitioners, practice administrators, data managers and other health care professionals). Active members who are terminating affiliation with the Department of Veterans Affairs by means other than retirement may apply to the Executive Council for Associate Member status. Associate Members shall pay dues. They shall not be entitled to hold office or serve as a Director of the Corporation. Associate Members shall be entitled to vote.

2.2.4      Additional Qualifications - Senior Members.Senior Members shall be Active Members who have reached the age of 65 years or who have retired from affiliation with the Department of Veterans Affairs and for these or any other acceptable reasons have applied to the Executive Council and have been approved for that status. Senior members shall be excused of payment of dues. Senior members shall be entitled to vote but shall not be entitled to hold office or serve as a Director of the Corporation.

2.2.5      Additional Qualifications – Candidate Members.Candidate members shall be surgeons, surgical specialists, and anesthesiologists affiliated with the Department of Veterans Affairs who are candidates for certification by the American Board of their specialty or are members of the candidate group of the American College of Surgeons. Candidate members may also be physician trainees in a recognized residency program affiliated with a VA Medical Center. Candidate members will receive mailings, may submit papers for presentation, and may attend meetings. Candidate members shall pay dues at a reduced rate determined by the Board, but they shall not be privileged to vote or to be Officers or Directors of the Corporation. An individual may be a candidate member for no longer than one (1) year after completing specialty training.

2.2.6      Additional Qualifications – Honorary Members.Honorary Members may be selected from surgeons, surgical specialists, and anesthesiologists of unusual eminence in the profession proposed to the Association by the Executive Council. They shall not be required to pay dues nor shall they be privileged to vote or to be Officers of the Corporation. They may, however, act in a consultative or advisory capacity to any Officer or committee of the Association.

2.3           Dues and Assessments of Members.The Board may, in its discretion, establish a schedule for dues and assessments of members. The Board shall utilize a method(s) of its choosing to establish a dues and assessments schedule. Upon the establishment of initial dues, or any methodology for establishing continuing assessments, the Board shall report such methodology and/or assessments to each member. Assessments shall be billed electronically or by regular mail and shall be payable annually as a condition of membership.

2.4           Voting Rights. Active, Associate and Senior Members (together, the “Voting Members”) shall have the right to vote on and approve of the following matters and such other matters as the Board may determine from time to time:
(a) appointment of Directors, as provided in Article 3 of these Bylaws;
(b) appointment of Officers, as provided in Article 4 of these Bylaws;
(c) authorization of all fundamental transactions as defined in the Act, including merger, sale of all or substantially all of the assets, domestication, or conversion; and
(d) authorization of the voluntary dissolution of the Corporation or revocation of proceedings therefore.

Each Voting Member shall be entitled one (1) vote in exercise of their rights granted to voting members of a Washington nonprofit corporation under the provisions of the Act or granted to such members pursuant to the Corporation’s Articles of Incorporation or these Bylaws. No member shall have an approval right over any other voting rights except as set forth in this Section 2.4.

2.5           Admission of Additional Members. The Board shall have the right to admit additional members of any class based on the qualifications set forth in Section 2.2 above. Individuals meeting the qualifications set forth above shall be admitted to membership as members upon the affirmative vote of a majority of the Board members present at a meeting at which a quorum is present.

2.6           Withdrawal from Membership. A member may withdraw from the Corporation upon fifteen (15) days prior written notice of withdrawal to the Board, and the payment in full of all dues, assessments and other expenses properly allocated thereto, and in so doing shall forfeit all rights and interest in the Corporation. The withdrawal of a member does not relieve the member from any obligations incurred or commitments made before withdrawal.

2.7 Termination of Membership.

Membership shall automatically terminate immediately upon failure to pay annual dues in a timely manner as required by the Board or for failure to satisfy any other qualifications for membership. In addition, membership may be terminated for other good cause as determined by the Board, provided that the member is given notice of the reasons for termination at least fifteen (15) days before such termination. The notice shall specify that the member shall have a right to appeal such termination, orally or in writing, to a person or committee selected by the Board, such appeal to be heard and determined not less than five (5) days prior to the effective date of termination. The person or committee hearing the appeal shall render a determination in writing and such determination shall be final.

2.8 Status of Membership After Withdrawal or Expulsion

All interests, privileges, or other rights in or to the Corporation shall cease upon termination of membership by voluntary withdrawal or disqualification of membership and expulsion.

2.9 Readmission After Expulsion

A member who has been expelled from membership in the Corporation may be readmitted as a member upon proof that the member is eligible for membership. The member’s application shall then be treated in the same manner as that of a new member. The Board may, in its sole discretion and by the affirmative vote of a majority of the Directors, determine it is in the best interests of the Corporation to permit such member’s readmission.

2.10 Annual Meeting

The annual meeting of the members shall be held on the second day of the annual academic conference to be held between March and May of each year at a time specified by the President for the purpose of electing Directors and Officers and transacting such other business as may properly come before the meeting. If the date fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

2.11 Special Meetings

A special meeting of the members may be called by the President, the Board, any three (3) Directors or twenty-five percent (25%) of all Voting Members for any purpose.

2.12 Remote Meetings

Members of the Corporation may participate in a meeting of members by means of a conference telephone or similar communication equipment by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously participate with each other at the same time. Participation by such means shall constitute presence in person at a meeting. Meetings at which one or more members may participate by means of remote communication must be delivered by a means which the member has authorized and provide complete instructions for participating in the meeting from a remote location.

2.13 Action by Members Without a Meeting

Any action which could be taken at a meeting of the members may be taken without a meeting if a consent, in the form of a record setting forth the action so taken, is executed by all Voting Members entitled to vote with respect to the subject matter thereof. Such consents may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Such consent shall be inserted in the minute book as if it were the minutes of a meeting of the members. For purposes of these Bylaws, “executed” means: (a) writing that is signed; or (b) an email transmission that is sent with sufficient information to determine the sender’s identity.

2.14 Place of Meetings

All meetings of the members shall be held at the site of the annual academic conference or at such other place within or without the State of Washington designated by the President, the Board, by the members entitled to call a meeting of such members, or by a waiver of notice executed by all members entitled to vote at the meeting.

2.15 Notice of Meetings

The President, the Secretary or the Board shall cause to be delivered to each Voting Member entitled to notice of or to vote at the meeting, in a tangible medium (e.g., a letter or facsimile) or by an electronic transmission (e.g., email), not less than ten (10) nor more than sixty (60) days before the meeting, a notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The method of notice need not be the same to each Voting Member. If notice is delivered in a tangible medium, it may be transmitted by: mail, private carrier, or personal delivery; or telephone, wire or wireless equipment that transmits a facsimile of the notice. If mailed, the notice shall be deemed delivered five days after it has been deposited in the United States mail addressed to the Voting Member at his or her address as it appears on the records of the Corporation with postage thereon prepaid. Other forms of notice in a tangible medium described in this paragraph are effective when received. The notice of a meeting of members at which removal of a Director is to be considered shall state that the purpose, or one of the purposes, of the meeting is removal of the Director.

2.16 Waiver of Notice

2.16.1 Waiver

Whenever any notice is required to be given to any Voting Member under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in the form of a record executed by the Voting Member entitled to such notice, within sixty (60) days 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 regular or special meeting of the Voting Members need be specified in the waiver of notice of such meeting.

2.16.2 Waiver By Attendance

The attendance of a Voting Member at a meeting shall constitute a waiver of notice of such meeting, except where a Voting Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened.

2.17 Quorum

Unless a greater portion is required by these Bylaws, the Articles of Incorporation, or applicable Washington law, ten percent (10%) of the Voting Members of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Voting Members. If less than a quorum of the Voting Members entitled to vote is represented at a meeting, a majority of the Voting Members so represented may adjourn the meeting and establish a date and time for the meeting to reconvene without further notice

2.18 Manner of Acting

The vote of a majority of the votes entitled to be cast by the Voting Members represented in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Voting Members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these Bylaws. A Voting Member may vote in person or by electronic transmission.

2.19 Certificates

The Corporation shall not provide certificates of membership to the members.

ARTICLE 3. BOARD OF DIRECTORS

3.1 General Powers

The affairs of the Corporation shall be managed by a Board of Directors, also known as the Executive Council.

3.2 Number

The Board shall consist of not less than three (3) nor more than twenty-five (25) Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.

3.3 Qualifications

Directors shall have such qualifications as the Board may prescribe by resolution or amendment.

3.4 Election of Directors

Successor Directors shall be elected at the annual meeting of Voting Members. The terms of the Directors shall be set so that the terms shall be staggered to the extent possible.

3.5 Term of Office

Unless a Director dies, resigns or is removed, he or she shall hold office for a term of one to three (1-3) years specific to their elected role and as specified at the time of election or until his or her successor is elected, whichever is later. Further information on term of office is provided below in Section 4.2.

3.6 Annual Meeting

The annual meeting of the Board shall be held the day prior to the annual academic conference to be held between March and May of each year at a time specified by the President for the purposes of nominating a slate of Directors and Officers and transacting such business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

3.7 Regular Meetings

By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.

3.8 Special Meetings

Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President, Vice President, or any two (2) Directors, or, in the case of a committee meeting, by the chair of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.

3.9 Remote Meetings

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by or through the use of, one or more means of remote communication through which all of the Directors may simultaneously participate with each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

3.10 Place of Meetings

All meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.

3.11 Notice of Special Meetings

Notice of special Board or committee meetings shall be given to a Director in writing or by personal communication with the Director not less than five (5) days before the meeting. Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the Corporation or given by facsimile or electronic transmission. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Notice provided in an electronic transmission is effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose. The notice of a meeting of Directors at which removal of a Director is to be considered shall state that the purpose, or one of the purposes, of the meeting is removal of the Director.

3.12 Waiver of Notice

3.12.1 In Writing

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, 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 regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

3.12.2 By Attendance

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, unless the Director immediately objects to the holding of the meeting and does not vote or assent to action taken at the meeting.

3.13 Quorum

A majority of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.14 Manner of Acting

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, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.

3.15 Presumption of Assent

A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the Director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the meeting; the Director dissents or abstains from the action; or the Director delivers notice in the form of a record of the Director’s dissent or abstention to the president or secretary of the Corporation or another Officer of the Corporation designated in the bylaws before or during the meeting or before the approval of the minutes of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

3.16 Action by Board Without a Meeting

Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is executed by each of the Directors entitled to vote. Such written consents may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting. For purposes of these Bylaws, “executed” means: (a) writing that is signed; or (b) an email transmission that is sent with sufficient information to determine the sender’s identity.

For purposes of this Section 3.16 only, “each of the Directors entitled to vote” does not include an “interested Director” who abstains in writing from providing consent, where the Board has determined that the corporation is entering into the transaction for its own benefit; and the transaction is fair and reasonable to the corporation when it enters into the transaction or the noninterested Directors determine in good faith after reasonable investigation that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent; and such determination is included in the written consent or in other records of the corporation.

3.17 Resignation

Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the Corporation, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.18 Removal

At a meeting of the Board, one or more Directors may be removed from office, with or without cause, by two-thirds of the votes cast by Directors then in office.

3.19 Vacancies

A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

3.20 Board and Advisory Committees

3.20.1 Board Committees

The Board, by resolution adopted by a majority of the Directors then in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of two or more Directors. Such Board committees shall have and exercise the authority of the Directors in the management of the Corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any committee or any Director or Officer of the Corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the Corporation or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the Corporation; (h) adopt a plan of domestication, for-profit conversion, or entity conversion; (i) authorize distributions; or (j) amend, alter or repeal any resolution of the Board unless the resolution provides by its terms that it may be amended, altered or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law. Board committees may not have any voting members who are not Directors.

3.20.2 Advisory Committees

The Board may designate and appoint one or more advisory committees, each of which may consist of one or more other individuals to give advice and counsel to the Board. The Board shall establish the charge and tasks for the committee and appoint its chair and members.

Advisory committees may not exercise any powers of the Board of Directors.

3.20.3 Quorum; Manner of Acting

A majority of the number of members of any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

3.20.4 Resignation

Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.20.5 Removal of Committee Member

The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.

3.21 Compensation

The Directors shall receive no compensation for their service as Directors.

3.22 Duties

Each Director, when discharging the duties of a Director, shall act in accordance with RCW 24.03A.495.

3.23 Executive Management of the Corporation

The Board may choose to hire an Executive Director to assist in managing the affairs of the Corporation. If hired, the Board shall adopt an Executive Compensation Policy and Procedure consistent with the requirements of state and federal law and best practices governing 501(c)(3) public charities operating in Washington. The Board shall supervise the Executive Director. Subject to the direction of the Board, the Executive Director shall have authority over and be responsible for the day-to-day management of the organization, including the hiring and management of all other staff.

3.24 Emergency Powers

An emergency exists if a quorum of the Directors cannot readily be assembled because of some catastrophic event. A catastrophic event is a sudden, natural, or man-made situation where rapid change and destruction has occurred that has limited normal functions in daily living, including communications and travel. In anticipation of and for the duration of an emergency, the Board of Directors will have the authority to modify lines of succession to accommodate the incapacity of any Director, Officer, employee, or agent, and to take those actions necessary to preserve the Corporation and ensure that the Corporation acts in accordance with its purposes. During an emergency, notice of a meeting of the Board of Directors need be given only to those Directors it is practicable to reach and may be given in any practicable manner, the quorum required under these bylaws need not be established at such meeting, and one or more Officers of the Corporation present at a meeting of the Board of Directors may be deemed to be Directors for purposes of the meeting. Corporate action taken in good faith during an emergency to further the purposes and the ordinary affairs of the Corporation binds the Corporation and may not be used to impose liability on a Director, Officer, employee, or agent.

3.25 Conflicts of Interest

The Board, members, Officers, employees and agents of the Corporation shall comply at all times with the Conflict of Interest Policy, as adopted by the Board, and RCW 24.03A.160.

ARTICLE 4. OFFICERS

4.1 Number and Qualifications

The Officers of the Corporation shall be a President and Chair, President Elect, Vice President, Secretary, and Treasurer, each of whom shall be elected by the Voting Members. Other Officers and assistant Officers may be elected or appointed by the Board, such Officers and assistant Officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary. In accordance with the Act, the appointment or election of an Officer does not itself create contract rights, and an Officer’s removal or resignation does not affect the Officer’s contract rights, if any, with the nonprofit.

4.2 Election and Term of Office

The Officers of the Corporation shall be elected each year by the Voting Members at the annual meeting of the members. Unless an Officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected. The President, President-Elect and Vice President shall serve for a period of one (1) year. The Recorder, Secretary and Treasurer shall each serve for a term of three (3) years. The President shall continue to serve as a Director of the Corporation for two years after the completion of the presidential term of office, in the capacity as Past President.

4.3 Resignation

Any Officer may resign at any time by delivering written notice to the President, the Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4 Removal

Any Officer or agent elected or appointed by the Voting Members may be removed from office by the Voting Members whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.5 Vacancies

A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

4.6 President and Chair

The President shall, subject to the Board’s control, supervise and control all of the assets, business and affairs of the Corporation. The President shall preside over meetings of the members and the Board as Chair. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other Officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other Officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to the President by the Board from time to time.

4.7 President-Elect

The President-Elect shall perform the duties of the President and/or Vice-President in case of their absence or inability to serve, and shall succeed to the office of President at the close of the next Annual Meeting of Voting Members.

4.8 Vice President

The Vice President shall act as Chair in meetings of the members and the Board in the absence of the President and shall succeed to the office of the President-Elect on the occasion of the death or resignation of the President-Elect only until the next Annual Meeting.

4.9 Secretary

The Secretary shall: (a) keep or cause to be kept the minutes of meetings of the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian or ensure the safe custody of the corporate records of the Corporation; (d) keep records of the post office and email address of each Director and each Officer; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board.

4.10 Treasurer

If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine. The Treasurer shall have charge and custody of and be responsible for oversight of all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and ensure the deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; provide financial reports to the Board at its meetings and on request and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.

4.11 Recorder

The Recorder shall serve as a member of the Program Committee (advisory) and assist the Chair of that committee in the selection of abstracts to be presented at the annual academic meeting; serve as primary AVAS point of contact to any affiliated journals for publication of Association manuscripts; manage all manuscripts submitted for journal publication in association with the annual academic meeting; provide reports to the Board; and serve as an ex-officio member of the Archives Committee (advisory).

4.12 Duties

Any Officer with discretionary authority shall discharge such individual’s duties under that authority in accordance with the standards of conduct for Officers under RCW 24.03A.590.

ARTICLE 5. NONDISCRIMINATION

The corporation shall not discriminate against any person in the hiring of personnel, election of board members, provision of service to the public, the contracting for or purchasing of services or in any other way, on the basis of race, color, sex, national or ethnic origin, sexual orientation, gender identity, gender expression, religion, socioeconomic status, ancestry, or immigration status, disabling condition, age, or any other basis prohibited by law.

ARTICLE 6. ADMINISTRATIVE PROVISIONS

6.1 Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name.

6.2 Loans or Extensions of Credit to Officers and Directors

No loans shall be made and no credit shall be extended by the Corporation to its Officers or Directors.

6.3 Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such Officer or Officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.

6.4 Books and Records

At all times the Corporation shall maintain: (1) a permanent record of (a) minutes of all meetings of its members and the Board; (b) a record of all actions taken by the members and the Board by unanimous written consent; and (c) a record of all actions taken on behalf of the corporation by a committee of the board; (2) a current copy of (a) its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect; (b) its bylaws or restated bylaws and all amendments to them currently in effect; (d) a list of the names and business addresses of its current Directors and Officers; (e) all communications in the form of a record to members generally within the past six years, including the financial statements furnished for the past six years under RCW 24.03A.225; (f) a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast; and (g) its most recent annual report; and (3) appropriate accounting records.

6.5 Accounting Year

The accounting year of the Corporation shall be the twelve months ending December 31.

6.6 Rules of Procedure

The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.