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Washington Coin and Bullion Association (WCBA) Bylaws

Effective July 1, 2025; Adopted July 15, 2025

Article I – Purpose

1.1 Purpose. The purposes of the Washington Coin and Bullion Association (WCBA), as defined in its Articles of Organization, are to protect, defend, and advocate for the rights of coin and bullion dealers, collectors, and investors across Washington State, including advocating for fair and appropriate regulations and tax policies. The Association shall propose actions to enhance, preserve, and promote the industry and the economic vitality of the state.

Article II – Membership

2.1 Classes of Members.

• Full Members: Individuals or entities operating retail or wholesale coin and bullion businesses n Washington State.

• Associate Members: Supporters including out-of-state dealers, suppliers, financial institutions, security consultants, and others affiliated with the industry.

• Consumer Members: Investors, customers, or interested parties not operating a precious metals or coin business.

2.2 Voting. Only Full Members in good standing may vote; one vote per paid business entity.

2.3 Application. Applications must include business details, and they will be reviewed and approved by the Board of Directors.

2.4 Dues and Delinquency. Suggested Annual Dues are determined by the Board, and members may choose to have their name listed on the website. Members more than 90 days delinquent are subject to suspension.

2.5 Resignation and Termination. Members may resign in writing. The Board may terminate a membership due to non-payment, failure to meet membership criteria, or unethical conduct.

2.6 Reinstatement. Former members may be reinstated by Board vote after dues and causes of termination are resolved.

Article III – Officers

3.1 Officers. President, Vice President, Secretary, Treasurer, Membership Chairman, and Legislative Liaison.

3.2 Duties.

• President: Chief spokesperson, oversees operations, appoints committee chairs.

• Vice President: Acts in absence of President.

• Secretary: Maintains minutes and records; communicates with members.

• Treasurer: Sends out dues notices; oversees finances; chairs Finance Committee.

• Membership Chairman: Contacts potential members to join and pay dues.

• Legislative Liaison: Serves as the Associations point of contact for legislative and regulatory matters; advises the Board and members on potential impacts.

Article IV – Board of Directors

4.1 Composition. The Board of Directors shall consist of no fewer than four (4) and no more than seven (7) members, including the officers. All Board members must be Full Members of WCBA.

4.2 Duties. Oversees policy, property, expenditures, and strategy.

4.3 Terms and Vacancies. Directors serve two-year terms. Vacancies are filled by Presidential appointment with Board approval.

4.4 Board Meetings and Quorum.

• The Board of Directors will usually meet on at least a quarterly basis, with additional meetings called by the President or a majority of Board members as needed.

• Board meetings should be scheduled with at least 7 days notice including time, method, and agenda. For urgent matters, the President or any two Board members may call a meeting with shorter notice using rapid communication, provided urgency is documented in the minutes.

• A quorum shall consist of a majority of current Board members. If a quorum is present, a majority vote of those present is required for official action, unless otherwise specified.

• Meetings may be held in person or via teleconference/videoconference, provided all participants can simultaneously hear and speak to one another.

• Minutes shall be recorded and approved for each meeting and retained as part of the Association’s official records.

Article V – Committees

5.1 Committees. Committees may be established at the discretion of the President. Standing committees may include, but are not limited to, Nominating, Membership, Legal, Legislative Affairs, and Outreach; Public Engagement.

5.2 Committee Structure. All committee chairs must be appointed by the President but are not required to be Board members.

5.3 Meetings and Reports. Committees shall meet as necessary and may be convened by the chair or a majority of the committee members. Committee reports shall be provided at Board meetings and may be included in the official minutes.

Article VI – Annual Membership Meeting

6.1 General Meetings. Open to members unless in executive session.

6.2 Annual Meeting. Held once per year for elections and member discussions. Notices must be given at least 30 days in advance.

6.3 Special Meetings. May be called by the Board or petition of membership. Notices must state the purpose of the meeting.

6.4 Quorum. Ten percent (10%) of Full Members represented in person or proxy shall constitute a quorum. Majority vote governs unless otherwise stated.

6.5 Voting. May occur in person, by proxy, by email, or by written ballot.

6.6 Procedural Rules. Meetings follow Robert’s Rules of Order.

Article VII – Board Elections

7.1 Process. Board elections may be conducted in person, by mail, electronically, or by other reasonable means as determined by the Board of Directors. Only Full Members can vote for officer positions. Ballots must be distributed to all voting members in good standing and returned by the deadline.

7.2 Nominations. Handled by the Nominating Committee. Additional nominations allowed from the floor with consent.

7.3 Results. Tallied by the Nominating Committee. Ties decided by the President.

Article VIII – Finance

8.1 Fiscal Year. January 1 – December 31.

8.2 Budget and Records. Treasurer or Executive Director maintains financial reports.

8.3 Claims Order. Prioritized as: employee wages, contractor wages, rent, other expenses.

Article IX – Miscellaneous

9.1 Executive Director. May be hired to manage operations, staff, and records under President/Board supervision.

9.2 Endorsements. Full Members and Associate Members in good standing may use the name of WCBA without Board approval.

9.3 Indemnification. Officers, Directors, and employees are indemnified to the fullest extent allowed by law.

9.4 Amendments. Bylaws may be amended with at least 30 days’ notice and 2/3 Board vote.

9.5 Dissolution. Upon dissolution, WCBA assets shall be donated to another WA organization approved by majority of the Board.

9.6 Proxies and Electronic Participation. Members may vote by proxy or through secure digital platforms approved by the Board.

Approved by WCBA Board of Directors: July 15, 2025

______________________________ ______________________________

Secretary President