ARTICLES OF ASSOCIATION AND BYLAWS - WESTERN INTERSTATE REGION - NATIONAL ASSOCIATION OF COUNTIES
Approved by WIR Board of Directors May 9, 1990
Adopted unanimously by WIR Membership May 11, 1990
Amended by WIR Membership May 30, 2003
Amended by WIR Membership May 28, 2004
Amended by WIR Membership October 14, 2010
Amended by WIR Membership May 22, 2015
Amended by the WIR membership on May 26, 2017
ARTICLES OF ASSOCIATION
Article 1. Name
Section 1. The name of this Association shall be the Western Interstate Region (WIR), a Region of the National Association of Counties.
Article 2. Purpose
Section 1. The purposes for which WIR is formed include, but are not limited to, the following: The promotion of a clearer understanding of issues and their solutions among all county officials of the fifteen Western states and their fellow officials throughout the nation as well; the provision of a consolidated source of information concerning county government in the Western region which shall be available to the National Association of Counties, the Federal Congress, Federal agencies, to all county officials, and to any other proper person or organization; and in general to promote better county government throughout the West and the nation as a whole.
Article 3. Membership
Section 1. Membership in WIR shall consist of every member of the National Association of Counties who is an incumbent county official in any of the following states: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming, and whose state association of counties has paid dues as may be required pursuant to the bylaws and Articles of Association of WIR.
Article 4. Officers
Section 1. Officers of WIR (the Executive Committee) shall consist of a president, a first vice-president, a second-vice president and the Immediate Past President each of whom shall be a member of the Board of Directors of WIR.
4.1.2 The President of WIR shall serve as its representative on the NACo Board of Directors for a term of one (1) year.
4.1.3 In addition to the duties contained in this Article, the Executive Committee shall serve as members of the Board of Trustees of the Public Lands Trust Fund as set forth in Article 7, Section 3 of these Articles.
Section 2. The Board of Directors shall consist of the four officers named above, plus no more than two representatives from each state, chosen from among its county officials by the members from each state and the West Region Representative of the NACo Executive Committee who shall serve as a non-voting ex officio member of the Board of Directors. Each state with a member on the WIR Board of Directors shall have one vote on the Board of Directors. If a state’s members of the Board of Directors cannot reach agreement on how a vote is to be cast, then that state shall be deemed to have waived their vote. Executive Directors of each State Association of Counties of a WIR member state shall serve as non-voting ex officio members of the Board of Directors.
4.2.1 Each person who has served as President of WIR may continue to serve as a non-voting member of the Board of Directors as long as they remain an incumbent county elected official and their state association of counties has paid dues as required by these Articles. Pursuant to Section 2 of Article 4 of these Articles of Association, nothing in this section shall prohibit a state association from appointing a past president as one of the state’s official representatives on the Board of Directors.
4.2.2 Vacancies on the WIR Board of Directors shall be filled, in the case of the states’ representatives, by the states themselves.
4.2.3 Vacancies among the WIR officers shall be filled, by a vote of the WIR membership at large taken at the next regular or special meeting held after the vacancy occurs.
Section 3. “County Officials”, for the purpose of this article, shall be members of a county governing board or elected executive officer in their respective counties.
Article 5. Meetings
Section 1. An annual meeting of the WIR membership as defined in Article 3 of these Articles shall be held each year at the WIR Conference of the National Association of Counties.
Section 2. In addition, four (4) regular meetings of the WIR Board of Directors shall be held each year:
5.2.1 During the WIR Conference of the National Association of Counties .
5.2.2 In conjunction with the Annual Conference of the National Association of Counties.
5.2.3 In the Fall.
5.2.4 In conjunction with the Legislative Conference of the National Association of Counties.
5.2.5 Other meetings may be held from time to time at the call of the President.
Article 6. Membership Voting
Section 1. For any action at the annual meeting of the WIR Membership or special meetings of the WIR Membership as may be called pursuant to Section 5 of the Articles of Association, each member state shall be entitled to five votes on behalf of its membership. Voting Rights for meetings of the Board of Directors are provided by Article 4, Section 2 of these Articles.
6.1.1 Each vote cast shall be as a whole vote and not as a fractional vote.
6.1.2 No votes may be cast on behalf of any state not represented at any meeting at which a vote is to be taken.
Article 7. Financial Health
Section 1. The Board of Directors shall review, at the Fall meeting of the WIR Board of Directors, and make recommendations to NACo on the budget for the next fiscal year.
Section 2. Dues assessments shall be considered by the Board of Directors at the Fall meeting of the WIR Board of Directors. Maintaining dues at the status quo or lowering of dues shall require a simple majority of the Directors in attendance. Increasing dues shall require a two- thirds (2/3rds) vote of the total Board of Directors.
2.1.1 The annual dues assessment established by the WIR Board of Directors as a part of the annual WIR budget shall be equally divided among the WIR member states; provided that the amount paid by the state association representing the State of Hawai’i shall be equal to half the dues amount paid by each of the remaining WIR member states.
Section 3. There shall be a Public Lands Trust Fund to be administered by the Executive Committee, a State Association Executive Director from the state of the immediate past president of the Western Interstate Region, the Chairman of the Public Lands Steering Committee and the NACo Executive Director, to be known as the “Board of Trustees,” in accordance with Addendum A – Public Lands Trust Fund Policy, which is attached and made a part of these Articles by reference.
Article 8. Adoption and Amendment of By-laws
Section 1. The WIR Membership shall adopt by-laws in conformity with these Articles of Association and may amend them from time to time as it sees fit, provided that thirty days’ notice of the proposal to change by-laws and the subject of such proposed change shall be given to all member states and provided further, that a vote to amend such by-laws shall only be taken at a regular meeting of the WIR Membership and shall require affirmative vote of two-thirds of those states present at such regular meeting.
Article 9. Amendment of Articles of Association
Section 1. These Articles of Association may be amended from time to time in the same manner as is prescribed by the by-laws for amendment of the by-laws themselves.
Section 1 – Time and Place of Meetings
Meetings shall be held at such times and places as the President shall direct, in accordance with the Articles of Association of WIR.
Section 2 – Election of Officers
2.1 A list of nominees for election to the three positions (President, First Vice President and Second Vice President) shall be presented by a Nominating Committee to the Board of Directors at the annual meeting of the WIR Membership. Floor nominations for the three posts shall remain open until closed by proper motion.
2.2 There shall be elected a president, first vice president and a second vice president. They shall hold office until their successors are elected.
Section 3 – Quorum
3.1 When members representing at least a majority of the states in membership of the Western Interstate Region are present at any meeting, that meeting shall be deemed to have a quorum present for the conduct of Western Interstate Region business.
3.2 When members representing at least a majority of the states in membership of the WIR Board of Directors of the Western Interstate Region are present at any meeting, that meeting shall be deemed to have a quorum present for the conduct of Board business.
Section 4. Power of Officers
The president shall preside at all meetings of the Western Interstate Region. The president shall appoint all special committees and shall act as chairman of the Board of Directors and Executive Committee. In the absence of the president at any meeting of WIR, the first vice president shall preside.
The Executive Committee shall serve as members of the Board of Trustees of the Public Lands Trust Fund as set forth in Article 7, Section 3 of the Articles of Association.
Section 5 – Powers of Board of Directors
5.1 Power to establish WIR policy shall remain in the hands of the membership; provided, that the Board of Directors shall have general supervision over the affairs of the Association in accordance with the policy established by vote of the membership at regular or special meetings.
5.2 All interim policy decisions arising between regular meetings of the WIR membership shall be made by the WIR Board of Directors and/or Executive Committee, but such policy shall be subject to change at the next regular meeting of the membership.
5.3 The Board of Directors shall be subject to the call of the president for both regular and special meetings.
PUBLIC LANDS TRUST FUND POLICY
Section 1 – General Purposes
There is established a Public Lands Trust Fund (hereafter “Fund”) created for the purpose of advocacy for the Payments in Lieu of Taxes program under 31 U.S.C 69 and advocacy for other policy issues upon unanimous consent of the Board of Trustees of the Public Lands Trust Fund established by Section 2 of this Policy.
Section 2 – Administration
There is established a Board of Trustees (hereafter “Trustees”) for the Public Lands Trust Fund as provided by Article 7, Section 3 of the Articles of Association whose membership shall be:
- The WIR Executive Committee established in the WIR Articles of Association and Bylaws,
- The State Association Executive Director from the state of the immediate past president of the Western Interstate Region,
- The Chairman of the NACo Public Lands Steering Committee, and
- The NACo Executive Director
Section 3 – Finance, Expenditures and Reimbursements
Budget – The Trustees shall meet each year during WIR Conference of the National Association of Counties (NACo) to adopt a budget for the expenditure of funds from the Trust. The budget shall be presented to the WIR Board of Directors for the record during their meeting at the WIR Conference of NACo. The budget may be adjusted from time to time during the year by the Trustees in order to respond to the critical needs of WIR and NACo.
Target Balance – The fund balance target shall be $75,000. If the Fund balance is less than the target on December 31st of any year, the difference between the Fund balance and the target shall be assessed to member states, pro-rated in the relationship of the most recent total PILT Payment received by all counties in each state in the Western Interstate Region to the total of all counties in the Western Interstate Region. Such assessments shall be billed and due during the following Fiscal Year beginning January 1st.
However, at no time shall the annual assessment exceed $24,500 without the unanimous approval of the executive directors of the state associations of counties. No assessment shall be made if the balance exceeds the target in any year.
Contributions to the Public Lands Trust Fund are strictly voluntary and shall not be considered a part of the requirement to pay dues for the benefit of membership in WIR.
Expenditures - Expenditures from the Public Lands Trust Fund shall be made upon approval by the Trustees provided for the purposes established in Section 1 and Section 4 of this Policy.
Reimbursements – Reimbursements and payments shall be made in amounts as determined by the Trustees using the NACo Travel Reimbursement Policy and GSA Reimbursement Policy as guides. NACo may provide for direct billing for costs such as lodging and meals and other travel related expenses.
Proceeds in the Public Lands Trust Fund shall not be used to support litigation in any form.
Section 4 – Advocacy
NACo WIR PILT Fly-in. The Trustees shall determine such times that it is appropriate to conduct a fly-in or other appropriate forms of advocacy for county elected officials to meet with members of Congress and relevant staff and the Executive Branch to advocate for PILT.
The WIR Executive Committee, the NACo Public Lands Chair, NACo Legislative Staff, the NACo Executive Director and State Association Executive Directors shall strategically identify county elected officials and/or State Association staff members to participate in a fly-in.
NACo will provide staff support and coordinate all fly-in activities and appointments
The Trustees by unanimous agreement may consider on an annual basis participation with outside groups and/or organizations such as National Endangered Species Act Reform Coalition, National Wild Land Fire Leadership Council and the National Forest Counties & Schools Coalition when the policies of such organizations are consistent with the policies of WIR and NACo. The Trustees may approve membership dues and travel costs for NACo Staff and/or WIR Board members or designees to participate in such organizations.