NORTHWEST TRIBAL COURT JUDGES ASSOCIATION
Constitution and Bylaws
ARTICLE 1 - NAME
This Association shall be known as the Northwest Tribal Court Judges Association (hereinafter “Association”).
ARTICLE 2 - PURPOSE
The purposes of this Association shall include, but not be limited to the following:
1. To provide a forum for the exchange of ideas, methods and experience by providing opportunities for interaction, networking and personal contact with judicial officers from other Tribal Courts.
2. To provide for the participation, support and training of Tribal Court personnel to facilitate and enhance the ongoing evolution of Tribal Court systems.
3. To establish and maintain a referral system for judicial opinions and other materials in the field of Tribal law to assist persons working in, or appearing before, Tribal Courts to create bodies of law that are unique for each Tribe and yet are consistent in general principles of interpretation and application.
4. To further public awareness of Tribal Courts and their roles and to encourage and support the continued publication of materials to accomplish this end.
5. To assist in the development of new Tribal Court systems by the sharing of materials, ideas and support.
6. To promote communication and cooperation between Tribal, State and Federal Court systems and governments to reach common goals which will ultimately benefit legal needs within their jurisdictions.
7. To secure financial and other resources to accomplish these purposes, and other purposes which the Association shall identify in the future.
8. Provided, notwithstanding any other provisions of the Constitution and Bylaws, the Association shall not engage in any activities inconsistent with federal tax exempt status under Section 501(c)(6) of the Internal Revenue Code (or any corresponding future provision of the Internal Revenue Code).
ARTICLE 3 - MEMBERSHIP
Eligibility for membership in this Association shall be as follows:
Section 1. MEMBERSHIP CATEGORIES.
A. REGULAR MEMBERS. Any duly appointed or elected judge or justice serving in an official judicial position for any Indian tribe or for the Northwest Intertribal Court System located in the Association’s regional area ( WA, OR, and ID ) may, upon payment of prescribed dues, become a Regular Member of the Association.
B. ASSOCIATE MEMBERS. All former active members of the Association may, upon payment of prescribed dues, become an Associate Member of the Association. Associate Members may attend meetings, serve on subcommittees, and participate in activities when requested or allowed by the Association or the Executive Board, but shall not be eligible to nominate, vote or hold office.
Section. 2. STANDING. A member in good standing is one whose dues are current and who is not suspended or expulsed.
Section 3. CHANGES IN MEMBERSHIP STATUS.
A. Any member who is no longer performing judicical services as described in Article 3 Section 1(A) shall be categorized as an Associate Member until that memberre-qualifies for Regular Membership.
B. Upon a two-thirds (2/3) majority vote of the membership present and voting at any Regular or Special meeting of the Association any member may be suspended or expelled from membership for conduct detrimental to the Association or its objectives including without limitation violations of Article 3 Section 5 below. Before a vote can be taken, the member must be advised of the allegations and given an opportunity to defend him or herself. The Executive Board has the authority to allow the accused member time to prepare his or her defense by postponing the vote to a subsequent meeting, upon good cause shown. After the accused member has an opportunity to respond, the Association, by majority vote, may determine to dismiss the allegations, suspend, or expel the accused member. If suspended or expelled, the Association shall determine, by majority vote, the length of the suspension or length of the expulsion before the accused can request reinstatement.
D. Decisions of the Association are final.
Section 4. ENROLLMENT. The Secretary, or an agent appointed by the Executive Board, shall maintain rolls of current Regular and Associate Members.. The Secretary shall bring a copy of these rolls to all Association meetings so that membership can be verified, if called into question. It shall be the duty of each member to promptly advise the Secretary of any change in his status as a judicial officer or change of electronic mail address.
Section 5. ETHICS. All members of the Association shall adhere to applicable ethical rules including without limitation rules of professional conduct or judicial canons of conduct.. Failure to uphold the integrity of the Association may subject a member to reprimand, censure or expulsion from membership.
Section 6. DUES. Members shall pay dues for the Membership Term in an amount to be determined by vote of the Association at each meeting when the elections are held. The Membership Term shall be two years beginning January 1 of the calendar year in the year the dues were paid and will terminate December 31 in the calendar year following the year the dues were paid.
Section 7. COMMITTEES. The President of the Association may create committees whose missions will be to further the goals of the Association, appoint members and designate chairpersons. All Committee Chairpersons shall be Regular Members of the Association. No person shall hold more than one Committee Chairmanship at a time. The Committee Chairperson shall participate in committee voting only in the event of a tie vote. In the absence or disability of the Committee Chairperson, or if no chairperson has been designated, a quorum of the Committee shall elect one of their members as Chairperson. The Chairperson shall report Committee action to the Executive Board or the Association, as appropriate or as directed in these Bylaws.
ARTICLE 4 - MEETINGS, QUORUMS, ORDER OF BUSINESS
Meetings, quorum requirements and order of business shall be conducted as follows:
Section 1. MEETINGS. Members shall meet annually, or more frequently, upon call of the President, or by a majority of the members of the Executive Board, or by twenty-five percent (25%) of the voting members in good standing. The Annual Meeting shall be held in the fall of each year, unless otherwise authorized by the Executive Board. The time and place of each meeting shall be fixed by the President or by the members calling such meeting. An approximate adjournment time should also be set and adhered to. Notice of each meeting shall be given to the members of the Association by the Secretary thirty (30) days prior to such meeting, stating the time, date, and place of said meeting. In the case of meetings other than the Annual meeting, such notice shall also include the purpose of the meeting. Notice shall be accomplished by regular, first class mail, by electronic mail, or by any other method approved by the Executive Board. If Notice is given by electronic mail, it may be e-mailed to a member’s last known address provided to the Secretary of the Association.
Section 2. REGISTRATION FEES. The Executive Board shall establish whether registration fees for attendance at the annual meeting or any other meeting are necessary and if so, the amount of the fees. Fees shall be paid to the Treasurer. An accounting made of the funds used for the meeting will be kept by the Treasurer and be available for review by the membership.
Section 3. QUORUMS. There must be at least four (4) members from the Executive Board present to begin a meeting. There will be no quorum requirements for members of the Association to be present. Any action taken by the Association shall be by majority vote of the members present and voting.
Section 4. VOTING MEMBERS. Only Regular Members in good standing shall be entitled to vote at any meeting.
Section 5. PROXIES. No proxy shall be valid to vote or participate in any Association meeting for any purpose.
Section 6. ORDER OF BUSINESS. Order of Business for all meetings of the Association shall be as follows, but may be amended at the beginning of each meeting by the members present:
1. Opening Remarks and Welcome
2. Introductions and Announcements
3. Approval of the minutes
4. Secretary’s report.
5. Treasurer’s report.
6. NAICJA Representatives report.
7. Reports of other officers, if applicable.
8. Reports of Standing and Special Committees, if applicable.
9. Unfinished business.
10. New business.
12. Closing remarks and adjournment.
Section 7. MOTIONS. Any member may offer a motion, which must be seconded to be considered. After discussion, a majority vote shall carry the motion. If a motion fails to obtain a second, the motion shall fail without a vote.
Section 8. TRIBAL ELDER HOST. The President may request that a Tribal Elder open and host the Association Meeting.
ARTICLE 5 - EXECUTIVE BOARD
Only Regular Members in good standing may nominate or be nominated, elected or appointed to any office in this Association. Any incumbent Officer or Director may be re-elected or elected to any other office. Except as otherwise provided below, no person shall hold more than one office at a time.
Section 1. COMPOSITION. The Executive Board shall be comprised of six officers and two ad hoc officers. The officers shall be: President, Vice President, Secretary, Treasurer, and two Directors, who shall have voting rights. The ad hoc officers shall be the two NAICJA Representatives, who shall not have voting rights. Each officer shall at all times while in office be a member in good standing with the Association.
Section 2. ELECTION AND TENURE.
A. Each officer shall be elected by the membership present in person at a meeting called for such election. Nominations for each officer shall be made, seconded, and a secret vote taken. Candidates must be present and accept the nomination with the exception of extenuating circumstances for the absence, which is approved by the majority of the Board present. Failure to obtain a second to a nomination will prohibit consideration of that candidate for office. The candidate receiving the majority of the votes will be put into office.
B. A recount of votes shall be made whenever the highest candidate receives fewer than five (5) votes more than the next highest candidate.
C. A tie shall be decided by coin toss of the highest ranking officer not up for election,
D. Each officer shall serve for a term of two years, but shall remain in office until a meeting can be conducted to vote on the position as soon as possible after the two year term. There shall be no term limit for serving as an officer of the Association.
E. The elections for officers shall be staggered, with half of the Executive Board being elected every year. The purpose of this will be to promote consistency in Executive Board actions. The President, Treasurer, Director #1 and NAICJA Rep #1 shall be elected in odd years. The Vice-President, Secretary, Director #2 and NAICJA Rep #2 will be elected in even years.
F. In the event no nominations are received for an office, a current officer may be nominated and hold more than one position on the Board.
G. Each newly elected officer shall be administered the following Oath of Office, given by the Immediate Past President or any other sitting officer or other culturally appropriate representative appointed by the Board to administer the Oath: “I, ____, do solemnly swear that I will faithfully discharge the duties of the office to which I have been elected, and I will diligently work to achieve the goals and objectives of the Northwest Tribal Court Judges Association.”
H. Newly elected officers shall assume their posts immediately following the close of the meeting in which they were elected.
I. Any member wishing to contest the election of any candidate to office must state their reasons for contesting the election in writing and submit this to the Executive Board. The Executive Board shall appoint a Special Committee to review the election and make a determination on the validity of the election and/or whether the election was conducted in a proper manner. The Special Committee shall be comprised of at least three (3) members of the Association, one of whom was present at the election meeting. The Special Committee shall either: 1) uphold the election of the candidate; 2) determine that the election was invalid and require that the position be put up for election again; or 3) request that their findings and/or recommendations be put before the Association for a vote. The decision of the Association shall be final.
J. If a vacancy occurs between terms, the Executive Board shall fill the position by majority vote of the Board, and the interim officer shall fill the position until the expiration of the term.
Section 3. MEETINGS OF THE EXECUTIVE BOARD. The Executive Board shall meet in person or by conference call as often as needed to conduct business. Each officer shall have one vote on motions before the Executive Board, and a majority vote shall carry a motion, provided that three votes are necessary to take any action regardless of the number of officers present at a meeting of the Executive Board. All members of the Executive Board are expected to attend each Board meeting. The Executive Board, by majority vote, may excuse the absence of any officer from attendance upon good cause shown at the meeting wherein the officer is absent. If any officer misses three consecutive meetings without good cause, the Executive Board may declare that position vacant and may appoint a member in good standing to either serve out the remainder of the term of office or until a Special Election meeting can be held. The Executive Board may also meet and vote by electronic mail or by other means of communication between set meetings. If a vote is taken via electronic mail, the vote shall be ratified at the next meeting where minutes are taken.
Section 4. POWERS OF THE EXECUTIVE BOARD. The Executive Board shall have the supervision, control, management and direction of the affairs of the Association; shall execute the policies and decisions of the Association or the Executive Board; shall actively pursue the Association’s objectives and/or mission; and shall have discretion in the disbursement of all funds coming to the Association. The Executive Board may appoint committees or agents to carry on the work of the Association under its direction. Any action which may be lawfully taken at any Board meeting may be taken without a formal meeting of the officers in person if authorized in writing by three voting officers of the Executive Board.
Section 5. ROLE OF THE PRESIDENT. The President shall preside at meetings of the Executive Board and of the Association. The President shall make reports and recommendations to the Association of plans and projects which may further the goals of the Association. The President shall appoint or reappoint members of all committees, including the filling of vacancies, and shall designate or redesignate the Chairperson for each committee. Prior to each meeting of the Executive Board, the President shall prepare and distribute an agenda to all officers and members involved. The President shall have a vote in all matters coming before the Executive Board and in all matters at the annual business meeting of the Association if: (1) a vote is by written ballot or (2) when necessary to decide a tie non-written vote by the members present and eligible to vote. The President shall serve as the official representative of the Association when attending meetings that relate to the business of the Association. Unless specifically enumerated, nothing in this Bylaw shall be construed to limit the authority of the President to perform such tasks as may be reasonably necessary to promote the goals and mission of the Association.
Section 6. ROLE OF THE VICE-PRESIDENT. The Vice-President shall preside at meetings of the Board and of the Association in the absence of the President, and any other duties as assigned by the Association, the Executive Board, or the President.
Section 7. ROLE OF THE SECRETARY. The Secretary shall manage the day-to-day business of the Executive Board and the Association, shall conduct all correspondence, and shall keep an accurate record of all business transacted at meetings. The Secretary shall keep minutes of regular and special Board and Association meetings. Copies of the minutes shall be submitted to the Executive Board within two weeks of the meeting being held, or at least five (5) days prior to any subsequent Executive Board meeting, when requested. Copies of the Association meetings shall be made available to the membership at the following Association meeting. The Secretary shall maintain an accurate record of all resolutions passed by the Executive Board or the Association, such record being available for review by the Executive Board or the membership upon request. The Secretary shall be responsible for the issuance of the notice of meetings and all other notices required by the Bylaws.
Section 8. ROLE OF THE TREASURER. The Treasurer shall serve as the official custodian of all monies and property belonging to the Association. When the Treasurer receives monies from the Secretary, s/he shall deposit those funds in a federally insured bank or other financial center approved by the Executive Board. The Treasurer shall report on all receipts and expenditures, and the amount and nature of all funds in his or her possession or custody, in writing or electronically, to the Executive Board at regular meetings, and at other such times as requested by the Executive Board. The Treasurer shall not pay out or otherwise distribute any funds until properly authorized to do so by the Executive Board. The books and records of the Treasurer shall be reflected in a financial statement prepared at least annually, or as otherwise directed by the Executive Board. The Treasurer is also responsible for any reporting to the IRS, and maintaining any licensing with the State of Washington. The Treasurer shall receive, account for, and receipt monies which come to the Association, and shall deposit the monies if not automatically deposited into the Association’s financial account.
Section 9. ROLE OF THE DIRECTOR. There shall be two (2) Directors whose duties shall be to attend and participate in meetings of the Executive Board and the Association. The Director shall personally contact members of the Association periodically to solicit recommendations to bring to the attention of the Executive Board and/or the Association. The Directors shall be identified as Director #1 and Director #2.
Section 10. ROLE OF THE NAICJA REPRESENTATIVE. There shall be two (2) NAICJA (National American Indian Court Judges Association).
Representatives whose duties shall be to attend and participate in meetings of the Executive Board, the Association, and NAICJA. The NAICJA representatives shall bring recommendations from the Association to the NAICJA meetings and shall report back to the Association about issues that affect Tribal Courts nationally. The NAICJA Representatives shall be ad hoc members of the Executive Board and as such, will not have voting rights, though they may participate in discussions. The NAICJA Representatives shall be identified as NAICJA Rep #1 and NAICJA Rep #2.
Section 11. REMOVAL OR RESIGNATION FROM OFFICE. Any officer may be removed from the Executive Board for misfeasance, malfeasance or nonfeasance in office, or for any act or failure to act in any capacity which may reflect adversely upon this Association.
Initial review for potential removal shall be made by the other officers of the Executive Board. If adequate grounds are found for removal, the Executive Board shall notify the officer of the allegations and allow the officer to present his defense to the allegations. The Executive Board then may either remove the officer, or may call for a vote of the membership of the Association. If a majority of the membership votes for removal, the officer will be immediately removed from office and a vacancy shall be declared. TAll decisions of the Association shall be final. If removed from office under this section, the officer may not be eligible to hold office for a period of five (5) years. Any officer vacancy shall be filled by the provisions in Article 5 Section 2 J.
Any Officer, Director or NAICJA Representative may resign from the Board by giving notice to the Executive Board in writing including electronic notice.
ARTICLE 6 - RESOLUTIONS
Any resolutions to be submitted to the Association for consideration must be presented to the Executive Board first, in written form. The Executive Board shall have authority to review and edit proposed Resolutions for size, clarity and legality. Proposed Resolutions shall be distributed to the Association with the Notice of the Meeting to allow Association members adequate time to review and consider each proposed Resolution. Oral Resolutions shall only be allowed in exceptional instances and only when discussion of the proposed resolution is supported by a unanimous vote of the Association present at the meeting.
ARTICLE 7 - DISSOLUTION
Upon the dissolution of this Association, the Association shall, after paying or making provision for the payment of the liabilities of the Association, dispose of all of the assets of the Association consistent with the purposes of the Association and consistent with dissolution under federal tax exempt status.
ARTICLE 8 AMENDMENTS
These bylaws may be amended by a majority vote of the membership of the Association, provided that such amendment(s) be presented in writing to the membership at least 30 days prior to a meeting.
The Association shall indemnify and hold harmless any person who was or is a party, or is threatened to be made a party, to any by reason of the fact that such person is or was an Officer, Director or Representative of this Association, against expenses (including court costs and reasonable attorney fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this Association, and, in the case of a criminal proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonable believed to be in the best interests of this Association or that the person had reasonable cause to believe that his/her conduct was unlawful.
Duly adopted this 23rd day of September, 2018.
Judge Lauren King, Secretary