Bylaws of the Washington Cannabusiness Association

As adopted by the TRUSTEES, January 15, 2021

BYLAWS OF THE
Washington Cannabusiness Association

ARTICLE I
MEMBERSHIP

Section 1.              Eligibility.  All persons, firms, corporations or other business entities engaged in cannabis business in the State of Washington shall be eligible for membership in the Association and each will be referred to in these Bylaws as a member company.  Each member company shall be entitled to a single membership and vote in the Association regardless of the number of persons who may be the owners thereof, and the rights of any persons thereunder shall be restricted to the particular duly qualified member company of this Association.  Each member company may select and appoint one or more individuals to represent it within the Association by written consent of the member company delivered to the Secretary.  Such individuals shall exercise all the rights and privileges and perform the duties and obligations of the member company  which he or she represents.

Section 2.              No Ownership.  No member company of this Association shall have any ownership interest in any asset of the Association.

Section 3.              Association Membership.  There are three membership types:

(a)             Full membership is available to cannabis and hemp producers, processors, and retailers who conduct business in Washington.  Full members are eligible to: (i) vote on agenda setting and policy positions taken by the Association, (ii) serve on committees and the Board of Trustees, (iii) have access to direct support and resources from the Association’s lobbying and communications team, and (iv) have access to member benefit programs such as the Association’s Labor and Industries Retro program, Association Health Plan and others.

(b)             Associate membership is available to businesses providing support services to the cannabis and hemp industry in Washington, such as labs, transporters, and financial institutions .  Associate members are eligible to: (i) vote on agenda setting and policy positions taken by the Association, (ii) serve on committees and the Board of Trustees, and (iii) have access to member benefit programs such as the Association’s Labor and Industries Retro program, Association Health Plan and others.

(c)             Limited membership is available to all other persons, firms, corporations, or other business entities engaged in or involved with cannabis business in Washington.  Limited members are eligible to receive regular Association communications and to participate in Association events.  Limited members are not eligible to vote on Association agendas and positions.  Limited members are also not eligible to participate in strategy meetings and/or committees, and cannot serve on the Board of Trustees.

Section 4.              Membership Application Process.  

(a)             Application for membership shall be made upon forms provided for that purpose by the Association online or upon request by an applicant. 

(b)   Application for membership in the Association shall be accompanied by payment of annual membership dues, which are assessed at the beginning of each calendar year.  Dues may be prorated if an application for membership is submitted mid-year.  Participation in Association meetings and/or events is not permitted unless the annual dues are paid in full.

(c)         Each member company of the Association shall abide by the Bylaws of the Association now in effect or which may hereafter be adopted.

Section 5.              Transferability of Membership.  Membership in the Association may not be transferred or assigned in any manner, by operation of law or otherwise.  If any member company ceases to be engaged or employed in cannabis business its membership shall automatically terminate, to be confirmed in writing by the Association.  In the event of a termination of membership by the reason of an attempted transfer, assignment, resignation, the member company's cessation of business in the cannabis industry in accordance with this Section 5, or by operation of law, all fees previously paid shall automatically become the property of the Association and said member company shall have no rights whatsoever in the Association as provided in these Bylaws.  In the event of the death of an individual member, the legal representative or next of kin may continue the deceased member's membership so long as such person otherwise qualifies for membership, but only after he or she agrees to comply with all provisions in these Bylaws and signs such papers and documents the Association may require to confirm the same. 

Section 6.              Termination of Membership. 

(a)         A member in good standing (as defined in Section 7Section 1(a) of this Article I), may withdraw from the Association by submitting a written resignation.

(b)   Membership may be revoked by a majority vote of the Board of Trustees for conduct detrimental to the welfare of the Association; but no member shall be so judged until given written notice of the charges against it and the provided an opportunity to discuss the charges with the Board of Trustees.  The decision of a majority of the Board of Trustees under this Section shall be final unless, within ten (10) days after the service of the notice of the decision of the Board of Trustees upon said member, it shall give to the Secretary written notice of its intention to appeal.  Said appeal shall thereafter be heard by the members at the next regular or special membership meeting.  The decision of the Board of Trustees shall remain final and conclusive unless a two-thirds majority of the members in good standing (as defined in Section 6Section 1(a) of this Article I) and present at said meeting come to a different decision, in which case that decision shall be final and conclusive.

(c)         Any member who has not paid its annual dues within four months of assessment and has received at least four weeks’ notice of such outstanding dues shall no longer be considered a member in "good standing" and shall forfeit all rights and privileges of membership.     If any member observes an infraction by any other member of the provisions of these Bylaws, such member shall have the right to file a complaint with the Association, and the Board of Trustees shall hold a hearing to determine whether or not there has been an infraction.  At such hearing, all interested parties shall be given complete and full opportunity to be heard concerning the matter.  After due deliberation, the Board of Trustees at a duly called meeting may take whatever action is deemed appropriate concerning the matter pursuant to these Bylaws.

Section 7.              Membership Reinstatement. 

(a)         Any member whose membership has been revoked or forfeited from the Association and any applicant for membership whose application was rejected may not again be eligible for membership for a period of one year. 

(b)         Any former member of the Association who has resigned and withdrawn from membership while in good standing may be reinstated upon formal application, accompanied by the proper entrance fee and other fees required.

ARTICLE II
MEMBERSHIP MEETINGS

Section 1.              Annual Meeting of Members.  The annual meeting of the members shall be held each year, at a time and place set by the President or the Board.  At the annual meeting, the members will elect Trustees and conduct such other business as is properly brought before the meeting.

Section 2.              Special Meetings of Members.  Special meetings of the members may be called by the President or by any three Trustees, provided that the notice of the meeting describes the purpose or purposes for which the special meeting is called.

Section 3.              Quorum and Voting.  A quorum for the purpose of transacting business at any meeting of the members of the Association shall consist of a majority of the members of the Association in good standing.

Section 4.              Notice of Meetings.  The Association will notify its members of the time and place of the annual or any special meeting by proper notice sent no less than fifteen (15) days prior to the meeting.  Notice may be made by electronic transmission to members who have consented to receive electronically transmitted notices.  Notice may alternately be sent to the business address of the member.  Such notice may be waived by attendance at the meeting.

Section 5.              Attendance at Meetings.  Any member of the Association may attend and participate at any meeting of the Board or any committee or subcommittee.  If the Board or a committee goes into executive session, only members of the Board or committee members, as the case may be, and invited guests if any, may be present at the meeting.

Section 6.              Telephonic or Electronic Participation.  The Board may permit any or all of the Members to participate in any meeting of the Board or any committee or subcommittee by means of a conference telephone, video conferencing technology, or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in such a manner shall constitute presence in person at such meeting. 

ARTICLE III
BOARD OF TRUSTEES

Section 1.              Powers.  All corporate powers will be exercised by or under the authority of, and the affairs of the Association managed under the direction of the Board, including but not limited to defining the powers and duties of all committees, officers, agents, and employees of the Association, fixing all salaries; making assessments (subject to membership approval) against members. 

Section 2.              Number of Trustees and Election.  The number of Trustees of this Association shall be at least five (5) and no more than eleven (11) but the number may be increased or decreased by any regular or special meeting of the membership of the Association called for that purpose.  Trustees shall be elected by a majority of the membership at a meeting wherein a quorum is present, and proper notice has been given. 

Section 3.              Composition of the Board of Trustees.  The Board of Trustees shall be comprised of the equal numbers of representatives of a Washington Liquor and Cannabis Board licensed retailer and representatives of a Washington Liquor and Cannabis Board licensed producer or processor, and up to three (3) associate members.

Section 4.              Duties of Trustees.  Trustees will be expected to attend Board meetings, and to contribute their time and talents to the functions of the Board and its committees as reasonably required to discharge their duties to the Association.

Section 5.              Term.  The Board shall be divided into two substantially equal size groups for the purpose of staggering the Trustees' terms so that the two groups of Trustees have alternating election years. 

Section 6.              Removal of Trustees.  Any Trustee may be removed at any time, with or without cause, by a two-thirds or greater vote of the remaining Board of Trustees then in office. Any Trustee may also be removed by a two-thirds vote of the membership voting at a meeting of the membership properly noticed, provided that each member entitled to vote shall have been given notice of the intention to vote upon such matter at said meeting.  A Trustee shall be considered removed, and its office shall automatically be considered vacant, if the Trustee is absent for more than two consecutive meetings of the Board, unless excused by the President.

Section 7.              Vacancy on the Board.  In the event of any vacancy in the Board of Trustees through death, resignation, disqualification or for any other cause, the remaining Trustees may, by an affirmative vote of the majority thereof, elect a successor to hold offices for the unexpired term of the Trustees whose place shall be vacant and until its successor is elected and qualified. 

ARTICLE IV
BOARD OF TRUSTEES MEETINGS

Section 1.              Annual Meeting.  The annual meeting of the Board of Trustees shall be held immediately following the annual meeting of the membership, as set forth in Article II above.

Section 2.              Regular Meetings.  The Board may from time to time establish monthly or other regular meetings of the Board, the specific date, time, and place to be determined by the President.

Section 3.              Special Meetings.  Special meetings of the Board of Trustees may be held and called by the President, or by any two of the Trustees, with at least 48 hours' prior notice to each Trustee of the place, date, and purpose of such meeting. 

Section 4.              Notice of Meetings.  Written notice of the annual meeting of the Board shall be given at least 30 days before the meeting.  Written notice of any regular meeting shall be given at least 10 days before the meeting.  Written or oral notice of a special meeting shall be given at least 48 hours before the meeting.  The notice shall in each case specify the date, time, and place of the meeting.  Notice shall be sufficient if actually received at the required time, or if mailed, five days after deposit in the United States mail postage prepaid; if sent by facsimile or sent electronically over the Internet, 48 hours after transmission; or if given orally, at the time of the oral communication.  Mailed, facsimile, or electronically mailed notices shall be directed to the Trustee's address shown on the corporate records or to the Trustee's actual address ascertained by the person giving notice.  Oral notice may be delivered in person or by telephone.  Except as otherwise required by law, the articles of incorporation, or these bylaws, neither the business to be transacted at nor the purpose of any meeting of the Board need be specified in the notice.

Section 5.              Waiver of Notice.  Whenever any notice is required to be given to any Trustee, a waiver thereof in writing, signed by the Trustee entitled to such notice, whether given before or after the event specified in the waiver, shall be deemed equivalent to the giving of such notice.  Furthermore, the attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, unless a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.              Quorum; Voting.  A quorum for the purpose of transacting business at any meeting of the Board of Trustees shall consist of a majority of the number of Trustees serving on the Board at any given time, and unless the Articles of Incorporation, these Bylaws, or the law require a greater vote, a majority of those present and voting whenever a quorum is present shall be required for any action.  In the event of a tie vote on any motion before the Board of Trustees, the motion shall be considered defeated.  

Section 7.              Consent in Lieu of Meeting.  Any written consent in lieu of a meeting of the Board signed by all of the Trustees then serving on the Board shall be binding upon the Board of Trustees and as effective as though all were present and voting at a Board of Trustees meeting; provided, however, that such consent shall be filed with the papers of the Association.  The action shall be effective on the effective date set forth therein, or if no effective date is set forth therein, the action shall be effective when the last Trustee signs the consent.

Section 8.              Telephonic or Electronic Participation.  The Board may permit any or all of the Trustees to participate in a regular or special meeting by, or conduct the meeting through, by means of a conference telephone, video conferencing technology, or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in such a manner shall constitute presence in person at such meeting. 

 

ARTICLE V
OFFICERS

Section 1.              Officers.  The officers of the Association shall be a President, Vice President, Secretary, Treasurer, and Founder Emeritus.  The descriptions of each office is as follows:

(a)      President.  The President shall report to and be subject to the direction of the Board of Trustees.  The President shall preside at all meetings of the Association and of the Board of Trustees.  He or she shall have the authority to sign all documents and papers necessary for the Association to conduct its affairs.  He or she shall have general supervision over the employees of, and independent contractors retained by, the Association.  He or she shall have authority to sign checks on behalf of the Association.

(b)         Vice President.  The Vice President shall assist the President in the discharge of his or her duties and perform all duties and obligations of the President if the President is unable to do so, or directs the Vice President to do so.  He or she shall have authority to sign checks on behalf of the Association.

(c)      Treasurer.  The Treasurer shall (i) receive and keep the moneys of the Association and disburse the same by order, check, or voucher, as authorized by the Board of Trustees; (ii) keep a correct statement of all moneys received and paid out by the Treasurer, as often as is required by the Board of Trustees; (iii) keep the funds of the Association in such depository or depositories as the Board of Trustees shall direct; and (iv) render to the Board of Trustees a full account of the business of his or her office, with proper vouchers, for their information.  He or she, together with the President, shall co-sign all deeds, mortgages, notes, and other financial papers of the Association. 

(d)      Secretary.  The Secretary shall attend all meetings of the Board of Trustees and members, and keep minutes of all such meetings which shall be read and approved at the next succeeding meeting of the membership or Board of Trustees, as applicable.  The Secretary shall be the custodian of all records, books and papers of the Association and shall have the custody of the seal of the Association and shall affix the same to all documents requiring it, and shall perform all other duties of the office of secretary of any organized body.

(e)   Election and Eligibility.  The officers of the Association shall be elected at the annual meeting by vote of the Board of Trustees and their terms of office shall be for a period of one year beginning with the date of their election and continuing until their respective successors are elected and qualified.  Officers need not be members of the Board of Trustees. Unless the Board of Trustees otherwise elects a presiding officer from those trustees currently serving on the Board, the President, or in his or her absence the Vice President, shall preside at the meetings of the Board of Trustees.

Section 2.              Vacancy.  In the event that any office becomes vacant, the Board of Trustees shall fill such vacancy by majority vote and the officer so appointed shall serve as such during the unexpired term of the officer he or she succeeds.

Section 3.              Removal.  Any officer of the Association may be removed from office by a two-thirds vote of the Trustees present at the meeting of the Board of Trustees, providing that each Trustee entitled to vote shall have been given notice of the intention to vote upon such matter at such meeting.  The Board shall have full power to remove any officer or any employee of the Association.

Section 4.              Compensation and Reimbursement.  Officers of the Association may receive such compensation as may be set by the Board of Trustees and approved by the members at a regular meeting of the Association.  All officers shall be reimbursed for out-of-pocket expenses reasonably incurred in the performance of their duties.

 

ARTICLE VI
COMMITTEES

                        The Board of Trustees may create one or more committees and appoint Trustees or members or member representatives to serve on them or may designate the method of selecting committee members.  Each committee shall consist of at least one Trustee currently serving on the Board of Trustees, and at least one member of the Association. The provisions of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Trustees shall apply to committees and their members as well.  Each committee shall prepare minutes of each of its meetings, and such minutes shall be sent to all Trustees of the Board of Trustees within ten days after each meeting.  Each committee shall also report on its activities at the regular meetings of the Board of Trustees.  Subject to subsection (b) below, committees may, to the extent specified by the Board of Trustees, exercise the authority of the Board of Trustees; provided, however, that no committee of the Board of Trustees may:

(a)   Approve or recommend dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Association's assets;

(b)   Elect, appoint, or remove Trustees or fill vacancies on the Board of Trustees or on any of its committees;

(c)   Adopt, amend, or repeal the Articles of Incorporation or Bylaws; or

(d)   Take any action required to be taken by the Board of Trustees if the committee is not comprised entirely of Trustees.

 

ARTICLE VII
EMPLOYEES

                        The Board of Trustees may, from time to time, employ such persons, or contract with qualified contractors, as it deems necessary to conduct the business of the Association, including but not limited to an Executive Director who shall have such duties, obligations, authority, and compensation as the Board shall provide.

ARTICLE VIII
FINANCIAL PROVISIONS

Section 1.              Contracts.  The Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association; and such authority may be general or confined to specific instances.  Notwithstanding the foregoing, there shall be no loans contracted on behalf of Association, and no evidence of indebtedness shall be issued in its name.  Any loan or other indebtedness that purports to be issued from Association will be void.

Section 2.              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 Association shall be signed by such officer or officers, agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board.

Section 3.              Deposits.   All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositaries as selected by the officer or officers authorized by the Board to make such selection or as the Board itself may select.

Section 4.              Budget.  The Treasurer shall present necessary documentation to the Board at the annual meeting to discuss and finalize the budget for the next fiscal year.

Section 5.              Financial Review.  An audit of the financial records of the Association may be completed from time to time at the discretion of the Board. 

Section 6.              Reimbursements.  An expense report is to be used to summarize and obtain reimbursement for expenditures incurred by Trustees on the Board then in office that are properly chargeable to the Association.  Itemized receipts are to be attached to the expense report.  The expense report should be prepared properly within ten (10) days of the event that incurred such an expense, and is to be signed and submitted with the required documentation for reimbursement.  If proper paperwork is not submitted within thirty (30) days of the event; funds will not be reimbursed.

ARTICLE IX
MISCELLANEOUS

Section 1.              Amendments.  These Bylaws may be amended only by a majority vote of the membership present at a regular meeting, or a special meeting called for that purpose; the notice of any such regular or special meeting whereat amendments to the Bylaws are to be considered shall clearly indicate that such a vote is to take place, and shall state the amendments proposed.

Section 2.              Meeting Agenda.  At all meetings of the membership of the Association at which a quorum is present, the following shall be the regular order of business:

(a)   Call to order (at time set).

(b)   Special speakers (if any).

(c)   Reading and approval of the minutes.

(d)   Treasurer's report.

(e)   Communications.

(f)    Reports:

(a)   of Regular Committees;

(b)   of Special Committees; and

(c)   of Officers.

(g)   Unfinished business.

(h)   New business.

(i)    Remarks by members or Trustees, as applicable.

(j)    Adjournment.

Section 3.              Fiscal Year.  The fiscal year of the Association shall be the calendar year.