The board voted to approve the meeting agenda as amended by voice vote. Passed unanimous

Washington State PTA Board of Directors Meeting WSPTA Office, Tacoma WA January 21 st, 2017 Call to order Time: 10:27 am A meeting of Washington State PTA board of directors was held at the WSPTA Office 1304 South Fawcett Ave., Suite 300 - Tacoma, WA on Saturday January 21 st, 2017. Introduction of Guests/ Courtesy Seats Guest seats: Heather Gillette (communications chair) PTA Member Forum no members were present for member forum Staff attendance: Kathryn Hobbs, Denise Hines, Kirk Miller Roll Call/Quorum quorum was met Attendees included: Barbara Martin, Leanne Hawkins, Dori Tate, Janice Kutzera, Julie Haase, Duncan Taylor, Teri Davis, Judy East, Monika Scotti, Jane Dulski, Sharon Pfeiffer, Amanda Shipman, Michelle Nims, Michelle Johnson, Kimberli Swenson, Kristi Shafer, Sherry Rudolph, Mary Levesque, Tania Skinner, Andrea Plagens, Heather Beaird and Diane Call. Dori Tate left the meet at 3:30 pm. Approval of Agenda The board voted to approve the meeting agenda as amended by voice vote. Passed unanimous Added to the agenda was a corporate finance committee motion, and a standards of affiliation discussion to tab 8 TAB 1 Consent Agenda board, committee, representation reports and meeting minutes Items pulled from consent agenda to be discussed: Region 6 Director report Julie Haase asked Seattle Alliance. Julie asked that if there was any follow up with the WSPTA attorney. The attorney sent the Seattle Alliance a letter, and received a response back. The WSPTA board should know something next week. The board voted to approve the consent agenda as printed by voice vote Yes 22 No 0 Passed Unanimous Included in the consent agenda were the following items: Board of director meeting minutes 10.20.16 Board of director reports: WSPTA Board of Directors Meeting January 21 st, 2017 WSPTA Office, Tacoma WA

President Vice president Secretary Finance officer Family and community engagement director Leadership director Legislative director Membership director Area A vice president Area B vice president/acting region 2 director Area C Vice President Area D vice president Area E vice president/acting region 8 & 15 director Region 3 director Region 5 director Region 6 director Region 7 director Region 9 director Region 11 director Region 12 director Committee reports: Bylaws committee Corporate finance committee Elections oversight committee Executive committee WSPTA Game Development Competition Committee Growth and development committee WSPTA Outstanding Service Award Committee Representation reports: Race and ethnicity (student data) task force 10/16 & 11/16 TAB 2 President s Update President Martin addressed the board, and gave an overview of the work she has been involved in since her last report. She let the board know that Focus Day was a huge success and gave points to Duncan Taylor and his team. President Martin relayed that she was honored to have the chance to speak in front of such a great crowd. WSPTAs legislative consultant Marie Sullivan, spoke about the fall out of Focus Day and how the legislatures felt the PTA love and meetings were well attended and productive. Positive reports from all. Page 2

NPTA President Martin has participated in many different calls for membership, vice presidents, presidents. She stated that NPTA is going in circles on what is going to be done with membership database. Kathryn updated the board on the new NPTA membership database. WSPTA, participated in a call and it was not a training, and more of a fact finding mission. They couldn t answer Kirk, and Denise s questions and as of today they still have not received answers to the questions. President Martin will be attending the NPTA legislative conference in Washington, DC, with Sherry Krainick WSPTA federal legislative chair. They will have visits with legislators, she will follow up with a representation report. NPTA registration is up and in June 22-25 in Las Vegas at the Paris Hotel. National Council of States state congresses are asked to send attendees to talk about hot topics. Duncan Taylor represented WSPTA last year. National PTA is sending representatives to participate in a leadership meeting with WSPTA in May. National Council of States is turning into National Constituents Association Advisory Council, that will contain all state presidents. TAB 3 Executive Director update Kathryn Hobbs updated the board on the following information: NPTA School of Excellence National PTA sent a letter stating they will be contacting the PTAs that didn t complete the process. Kathryn is sending a letter stating that WSPTA will be the entity to contact the PTAs in our state and stated why. NPTA came back with a nice note stating that WSPTA is welcome to contact the PTAs, however, the school of excellence committee is already working on contacting the PTAs. The communication on this subject will continue. Kathryn updated us on WSPTA affiliations and potential new ones. February 21 st will be the first PTA day with Red Robin. Kathryn sits on 22 different coalitions. She stated that these are very high functioning groups. She updated the board on the various boards and coalitions and what is happening on a few of them. She also updated the board on some great opportunities coming down the road. Kathryn updated the board on the difference two years makes with WSPTA. When she started WSPTA was on 2 groups/coalitions, and now we have representatives on 27! Focus Day - for the first time WSPTA was charged for renting space at the capital for focus day. Discussion will be happening to see if maybe it s time to change Focus Day. Movie Licenses USA will continue to work with WSPTA, and advertising will continue shortly. Kathryn gave an overview of her typical work week with WSPTA. Investment fund: stated that the association when she started was almost in bankruptcy. She stated what was in the account when she was hired and the changes she made to put the association in black. Kathryn stated that she is now being consulted by NPTA for advice on working with corporations. Vendor space is almost sold out for the WSPTA Convention in April. Page 3

Green River Community College is also being considered as a location for the WSPTA leadership conference. Board meeting was dismissed for a short break for 10 minutes at 11:41 am. Meeting was called back to order at 11:51 am TAB 4 WSPTA Nominating committee report Jane Dulski reported on behalf of the WSPTA nominating committee The WSTPA nominating committee presented the 2017-19 slate of officers for election at the April 2017 WSPTA Convention. President: Michelle Nims Vice President: Teri Davis Secretary: Diane Call Finance Officer: Janice Kutzera Leadership Director: Julie Haase Legislative Director: Nancy Chamberlain Membership Director: Megan Klein Programs Director: Kimberli Swenson Family and Community Engagement Director: Duncan Taylor Area A VP: Monika Scotti Area B VP: Jane Dulski Area C VP: Tania Skinner Area D VP: Amanda Shipman Area E VP: Mary Levesque TAB 5 Corporate Finance Committee report Director Kutzera presented the December financials to the board of directors. She updated the board on committee work since the last board meeting. Janice made a point to stress that every board member needs to work harder on customer service and continue to convey the PTA value! Non dues revenue was discussed what can we bring in to the association from donors to pay for things that WSPTA needs to pay for. The work on this subject will continue. What can we do for the PTA leaders today print and use forms. Financial review process Online banking Record retention requirements Overview of the financial classes. Sustainability for the future and dues increase in the future Non-dues revenue Past due membership fees have been an issue for staff. Page 4

Monika Scotti moved that PTAs who have not paid membership dues after 6 months be required to sign up for direct debit so that Washington State PTA receives their monies. No second required coming from committee. Discussion. voice vote. Passed. Unanimous. 22 votes Julie Haase moved that the previous motion to allow WSPTA to require past due PTAs to sign up for direct debit be added to policy in the appropriate sections. Seconded. Discussion. Voice vote. Yes 21 No 1 Passed. Board meeting broke for lunch at 12:36 and reconvene at 1:08pm TAB 6 Website update The new website is slated to start mid-february. Kirk Miller, Heather Gillette and Kathryn Hobbs walked the board through the new website features. TAB 7 Bylaws Committee Report Background information: The bylaws committee received 16 proposals for amendments to the WSPTA Uniform Bylaws by the deadline of November 15, 2016. Five proposals were put forward by a member of the executive committee, at the request of the executive committee. Seven proposals were put forward by WSPTA staff. Three proposals were put forward by a former WSPTA board member. One proposal was put forward by a member of a local PTA. The bylaws committee (Leanne Hawkins, chair; Michelle Johnson, Patti DeRusha, Kerrilynn Robinson, Juliet Perry, with Barbara Martin, WSPTA president, and Denise Hines, WSPTA staff liaison) reviewed and researched the legality and ramifications of the proposed amendments through two conference calls, homework assignments, email communications and phone conversations. Executive director Kathryn Hobbs requested that the original amendment proposals be reviewed by a nonprofit attorney; his recommendations were received and reviewed by the executive director, the staff liaison, the WSPTA president, and the committee chair. As a result of the bylaws committee s work, several proposed amendments were deemed unsuitable to go forward for the board s consideration. Those proposed amendments will not be referenced in this report. Changes were made to several proposed amendments for purposes of clarification and/or consistency. Further research revealed that one original proposed amendment cited an incorrect section of the bylaws, so that amendment has been revised accordingly. A new proposed amendment having to do with WSPTA s power to disaffiliate a local PTA was reviewed and accepted by the committee as we sought for clarity and consistency throughout the bylaws. Page 5

President Martin called out each bylaw amendments allowing the board to have the option of putting it for debate, the following amendments were pulled: B- pulled Dori Tate E Pulled Teri Davis K Pulled Judy East L Pulled Julie Haase M Pulled Julie Haase Dori Tate moved that the WSPTA board of directors approve bylaw amendments A, C, D, F, G, H, I, and J, to put forward to the members for consideration at the April 2017 WSPTA Convention. Seconded. Discussion. Vote. 22 Yes. 0 No. Unanimous. passed A. Article 1 Section 1 Conforms WSPTA s PTA Purposes language to NPTA PTA s The purposes of Washington Congress of Parents and Teachers, hereafter the Washington State Parent Teacher Association or WSPTA, and its constituent organizations are: A. To promote the welfare of children and youth in home, school, places of worship, and throughout the community; B. To raise the standards of home life; C. To advocate for laws that further the education, physical and mental health, welfare, and safety of children and youth; D. To promote the collaboration and engagement of families and educators in the education of children and youth; E. To engage the public in united efforts to secure the physical, mental, emotional, spiritual, and social well-being of all children and youth; and F. To advocate for fiscal responsibility regarding public tax dollars in public education funding. C. Article 3 Section 3 Header replace dissolution with disaffiliation (Section 3 below shows effect of new wording.) Section 3 Disaffiliation of a local PTA or council A. A local PTA or council wishing to disaffiliate shall notify the WSPTA office and its membership at least 30 days prior to the meeting at which members consider disaffiliating the PTA. The region director or an alternate appointed by the region director shall be present at the meeting. B. Upon the disaffiliation of the local PTA or council, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to one or more nonprofit funds, foundations, or organizations that have established tax-exempt status under section 501 (c) (3) of the Internal Revenue Code and whose purposes are in accordance with those of WSPTA. C. A local PTA or council shall be considered disaffiliated when the membership has approved the disaffiliation and the manner in which the assets shall be distributed or when a local PTA fails for two consecutive years to either enroll 25 members or submit a request for an annual waiver to the 25-member minimum to the WSPTA executive committee before February 1. D. Each local PTA and council shall, upon disaffiliation, surrender to the WSPTA office all PTA-branded property along with documents pertaining to the legal status of the disaffiliated local PTA or council. D. Article 3 Section 3.C. remove reference to 25-member minimum in dissolution proceeding Page 6

A local PTA or council shall be considered disaffiliated when the membership has approved the disaffiliation and the manner in which the assets shall be distributed. F. Article 5 Section 6.B. Change and to or when referring to officer elections. The local PTA and council officers shall be elected by ballot prior to the end of the fiscal year for a term of one year or until their successors are elected. A majority vote is necessary to elect. If only one candidate is nominated for an office, the candidate shall be declared elected. G. Article 5 Section 10.C & D. Replace 5 days notice with 10 days for membership meetings Section 10 Membership meetings local PTA and council C. For a local PTA, special membership meetings may be called by the president, a majority of the board of directors, or by five percent of the local PTA membership currently enrolled in the WSPTA membership database. Notification of place, date, time and purpose of the meeting shall be provided to members at least ten days before the special meeting in a manner specified in the local PTA standing rules. D. For a council, special meetings may be called by the president, a majority of the board of directors, or by ten percent of the voting body. Notification of place, date, time and purpose of meeting shall be provided to members at least ten days before the special meeting in a manner specified in the council standing rules. H. Article 7 Section 3.C. Area vice presidents elected by all voting delegates The area vice presidents shall represent geographic areas prescribed by WSPTA policy with two of the area vice presidents representing PTAs east of the Cascade Mountains. All WSPTA board of director members shall be elected by all voting delegates. I. Article 7 Section 3.F.3 Broadens eligibility criteria for area vice presidents For the office of area vice president, a member shall reside within the geographic area to be represented and before taking office shall have served on the WSPTA board of directors for at least one year, or as a region director for at least one year, or as a council president or on a service delivery team for two years. J. Article 7 Section 6.E.5. makes removal language consistent with WSPTA s Articles of Incorporation (The WSPTA board of directors): May remove from office any member of the board of directors by a two-thirds vote of the members of the board of directors. The following proposed bylaw amendments were pulled for individual debate. B. Article 3 Section 2.A. Local PTAs shall be chartered under the authority of WSPTA in the service area in which the local PTA functions, in conformity with these bylaws. Twenty-five or more members are required to organize or continue as a local PTA. A waiver to the 25-member minimum may be granted by the WSPTA executive committee, as prescribed by WSPTA policy. Page 7

Discussion. Dori Tate gave suggestion of new rational for the amendment. To remove the current printed rationale and replace with Removal of business date, and update wording to reflect current practice of waiver submittal process. Vote for amended rational 22 yes. 0 No. unanimous Passed. New rational will accompany the recommended bylaw amendment moving forward. Discussion. Vote on bylaw amendment as a whole. 22 yes. 0 No. unanimous. Passed. Bylaw amendment will move forward to the members for consideration. E. Article 4 Section 3 Membership year coincides with accounting year Section 3 Membership term The membership year is July 1 to June 30. Kristi Shafer moved that bylaws be amended to state section 3: Membership Term the membership year is July 1 to September 30 th Discussion Call for the Question Seconded. Aote 2/3rds in the affirmative. Discussion ends. Vote on amendment 6 yes. 15 No. abstention 1. failed Kimberli Swenson moved that the bylaws be amended to state: Section 3 membership term the membership year is July 1 to September 30 of the ensuing year. Seconded. Discussion. Vote 4 yes. 17 no. 1 abstention. motion failed on bylaw as a whole Discussion. Vote. Yes 17. No 4. Abstention 1. Passed. Bylaw amendment will move forward to the members for consideration K. Article 7 Section 6.E.7 Articulates WSPTA board s power to disaffiliate PTAs not in compliance with member or other requirements. (The WSPTA board of directors): May disaffiliate a PTA that fails for two consecutive years to comply with the requirements of the standards of affiliation agreement. Page 8

Discussion. Vote yes 2. no 20. Abstentions 0. Bylaw amendment will NOT move forward to members for consideration. L. Article 9 Section 1.B. Change language to reflect actual practice The registration fee for the legislative assembly shall be determined by the WSPTA board of directors, in consultation with WSPTA staff. Discussion. Vote No 0. Yes 20. abstentions 2. Passed. The bylaw amendment will move forward to the members for consideration M. Article 10 Section 1.B. Change language to reflect actual practice The registration fee for the convention shall be determined by the WSPTA board of directors, in consultation with WSPTA staff. Discussion. Teri Davis moved that the date place and registration fee for convention shall be determined by the WSPT board of directors in consultation with WSPTA Staff. Discussion. Vote on amendment No 22. Yes 0. failed. on bylaws as a whole. Discussion. Vote. Yes 0. No 22. Failed. bylaw amendment will NOT be moving forward to the members for consideration. N. Article 4 Section 4 B. Remove whole article To support representatives of the WSPTA Outstanding Local PTA(s) of the Year attending National PTA convention, each local PTA shall pay annually an amount recommended by the WSPTA board of directors and approved by a two-thirds vote of the voting delegates at the WSPTA convention. Discussion. Vote Yes 22. No 0. Abstentions 0. Passed. Bylaw amended will move forward to the members for consideration. Dori Tate WSPTA Secretary left the meeting at 3:30. Jane Dulski (minutes Committee) took over the minutes moving forward. TAB 8 Committee Updates Leadership Page 9

Julie Haase updated the board: thank you for flexibility of webinar rollout. No certificates, screen shot or website invite (Eventbrite confirmation), Sneak preview of convention schedule draft matrix; only 54 classrooms this year + luncheon this year 18 outside presenters, nothing is offered twice; basic class missing moving to webinar with Secretary and Ready Set Go before convention; still draft assigning presenters on Monday, final in next couple of weeks. SOA Leanne as of Friday there were 798 SOA turned in, and 89 outstanding, region directors and area vice presidents are doing great work. Leanne is currently working on randomly selecting the PTAs that will have the SOA audit. Adjourn: 3:24pm 2.20.17 WSPTA Secretary Date of approval Page 10