This chapter is to ensure compliance by the board of the Washington state arts commission with the provisions of chapters 42.30 and 43.46 RCW, in particular those sections which deal with procedures for the board.

Practice and procedure in and before the board are governed by the uniform procedural rules codified in the Washington Administrative Code, WAC 10-08-001 through 10-08-252, as now or hereafter amended, which rules the board adopts as its own, subject to any additional rules the board has adopted or may choose to adopt. Should any question not covered by its rules come before the board, the board reserves the right to make a determination that is fair and equitable, and in accordance with the spirit and intent of the law.

(1) General schedule. The board meets at least four times each fiscal year and at such other times as determined to be necessary. All meetings of the board are "regular" or "special" meetings as those designations are applied in chapter 42.30 RCW. Meetings may be called, subject to the notice requirements of chapter 42.30 RCW, at any time and place by the chair or by a majority of the commissioners.

(2) Notice. Twenty calendar days' notice of all meetings shall be given by posting on the commission's website notification of the date, time and location of the meeting, and by mailing or emailing the same to each commissioner and to any person who has made a written request to the commission to receive meeting notices.

(3) Special meetings. The twenty-day notice may be waived for special meetings upon consent of the chair. In such cases, the provisions of RCW 42.30.080 govern due notification of the time, place, and business to be transacted.

(4) Executive session. An executive session may be called by the chair or a majority of the board. Executive sessions shall deal only with matters authorized by chapter 42.30 RCW.

(5) Meeting formats. Meetings may be convened in-person and/or by conference call, online, or other alternative format as determined by the chair and the executive director, subject to the requirements of the Open Public Meetings Act, chapter 42.30 RCW.

(6) Rules of order. The board generally follows Roberts Rules of Order, newly revised, in conducting its business meetings.

(7) Quorum. A simple majority of the regularly appointed board members constitute a quorum. If all twenty-three positions are filled, the quorum is twelve.

(8) Voting rights. All officers of the board have the right to vote on all matters before the board, just as any other commissioner.

(9) Meeting materials. Staff makes meeting materials available to the public at the time of the meeting, and following the meeting upon request.

(10) Minutes of the proceedings of all board meetings are kept and published on the commission website.

(1) Any person or organization wishing to make a formal presentation at a scheduled meeting of the board shall notify the executive director in writing at least ten days prior to the time of the meeting. The chair or executive director may waive the ten-day notice period in the event the proposed presentation is of critical importance to the operation of the commission.

(a) Such notification shall contain the name of the person or organization that desires to make a presentation; the address and phone number of the person or organization; and the topic to be presented or discussed.

(b) Permission to make a presentation to the board shall be granted by the executive director in consultation with the chair.

(c) Confirmation of permission to make a presentation to the board shall be made, if reasonably possible, by staff prior to the meeting of the board, and shall include the date and time of the meeting, and the approximate start time and duration established for the formal presentation.

(2) The chair shall have the discretion to recognize anyone in the audience who indicates at the time of the meeting a desire to speak at such meeting. Depending on the number of individuals wishing to speak or the chair's sense of the business the board must conduct, the chair may limit the time for comment to a reasonable period.

(1) Officers. The officers of the board shall be chair, first vice chair, and second vice chair.

(a) Election of officers.

(i) At the last meeting of the fiscal year, the current chair shall appoint a nominating committee. At the first meeting of the next fiscal year, the nominating committee shall report its recommendations for officers, after which nominations shall be open to the floor. An election shall be held and the commissioner receiving the highest number of votes for each of the three positions shall be declared elected to the position for the coming year. The officers shall act as chair, first vice chair, and second vice chair until the next election or successors are elected.

(ii) Vacancies may be filled by the chair between annual elections of officers.

(b) Duties of officers.

(i) The chair shall preside at all meetings of the board, act as principal spokesperson for the board, represent the board between meetings, appoint standing and ad hoc board committees, appoint committee chairs, remove members of committees, act as an ex officio member of all standing committees, provide a regular report to the board regarding recent actions and activities, and perform other duties that pertain to the office. The chair shall lead board activities in close partnership with the executive director, and coordinate with the executive director in the planning and arrangements for all meetings of the board.

(ii) The first vice chair shall act as chair in the absence or incapacity of the chair.

(iii) The second vice chair shall act as chair in the absence or incapacity of both the chair and the first vice chair.

(2) Executive committee. The chair, first vice chair, second vice chair, and at least one commissioner at-large appointed by the chair shall constitute the executive committee.

The executive committee may act on behalf of the board between regular meetings when such action is necessary to authorize staff implementation of a required function in a timely manner. Any executive committee action shall be ratified at the next regular meeting of the board.

(3) Committees of the board. The chair shall appoint such committees as the board or the chair deem necessary to carry on the business of the board.

A committee may act on behalf of the board between regular meetings when such action is necessary to authorize staff implementation of a required function in a timely manner, and when such action has been specifically authorized in advance by a majority vote taken at a regular meeting of the board. Any committee action shall be ratified at the next regular meeting of the board.

The requirements of state ethics laws apply to all board members operating in their role as a commissioner, including prohibitions against conflicts of interest, pursuant to chapter 42.52 RCW.

(1) Conflict of interest at board and board committee meetings.

(a) When a member of the board will benefit, directly or indirectly, from a grant, project, issue, or other matter before the board or a committee of the board, he/she shall notify the chair, executive director, or fellow committee members. In relation to approval of grants, indicators of a conflict include financial or management ties to a specific project, such as salary, ownership, hands-on management or directorship by the commissioner, or a member of the commissioner's household or immediate family.

(b) A commissioner with a conflict of interest shall recuse himself/herself from the decision by taking the following actions:

(i) Recuse himself/herself from board/committee discussion regarding the specific grant, project, issue, or matter;

(ii) Recuse himself/herself from the board/committee vote on the specific grant, project, issue, or matter;

(iii) Refrain from attempting to influence the remaining commissioners at their discussion and vote regarding the specific grant, project, issue, or matter.

(c) Recusal may include leaving the room, if so requested by the chair or fellow committee members.

(d) If possible, where there is a known conflict of interest regarding an action item at a board meeting, the item will be scheduled in such a manner that the commissioner can participate in other action items.

(2) Perceived conflict of interest at a board or committee meeting. Any member of the board or committee who feels that he/she has no prohibited conflict of interest but does have a personal or professional interest which the public might misconstrue in the particular situation, may either voluntarily recuse, as identified above; or disclose the interest to those present, and if there is no objection from anyone present, proceed to discuss and vote on the item. If there is an objection the chair shall determine if recusal is necessary and appropriate.

In compliance with chapter 42.52 RCW, Ethics in public service, commissioners, executive director, and staff of the commission will not accept gifts of complimentary tickets or other gifts that will influence or create the appearance of influence on commission decisions.