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WSBA governance committee advances first reading of bylaw and conflict-of-interest revisions
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Summary
The Washington State Bar Association’s governance committee presented, for first reading, changes that relax restrictions on governors’ political activity, broaden conflict-of-interest disclosure to include interests that could impair independence, and add a remedies provision; members raised concerns about disclaimers, the scope of "intellectual property," and who decides impairment.
The Washington State Bar Association’s governance committee presented proposed bylaw amendments and a revised conflict-of-interest policy for a first reading, outlining relaxed limits on governors’ political activity, an expanded definition of reportable conflicts and a new remedies provision.
Governor Faye, presenting the committee’s proposal, said the board’s existing bylaws were “far more restrictive than any other bar association we could find” and that the committee aimed to allow governors and officers to endorse or run for office in their individual capacity so long as it was clear they were not speaking on behalf of the WSBA. “If they endorsed a candidate… they weren’t doing so on behalf of the Bar Association,” Faye said.
The committee described the conflict policy as shifting away from an SEC-style financial-disclosure model—focused narrowly on monetary transactions—to language that captures other types of conflicts. Assistant General Counsel Kate Shore said the draft defines “material interest” as one “that impairs, or would reasonably be considered to impair the person's independence or objectivity in the discharge of their duties to the WSBA.” The proposal also adds a remedies section to note corrective actions permitted by the bylaws if disclosures are not made.
Several governors raised concerns during the first-read discussion. Governor Iyant said he opposed governors participating in political campaigns, warning that visible endorsements could create a perception the board as a whole was partisan. Governor Ellis questioned whether a practical disclaimer could reliably separate personal political activity from official board representation and warned that expanding “letterhead” to “letterhead and communications” and “other intellectual property” might be read too broadly and restrict routine reposting of WSBA materials.
Governor Pavin and other committee members said the aim was narrower: to permit participation in nonpartisan local offices such as school boards or public-utility boards and to make clear those activities should not be construed as WSBA positions. Members also noted logistical limits: Governor Bloom observed published word limits on official candidate statements could make mandated disclaimers impractical in certain contests.
On enforcement, speakers noted the bylaws already provide for removal for “good cause” in extreme cases, and general counsel said the Board previously considered broader remedy options but chose not to act; the governance committee is proposing remedies that would operate within the bylaws and could accommodate future bylaw changes.
Members asked who would determine whether a reported interest ‘reasonably’ impairs independence; committee presenters said that procedural definitions and decision processes will be refined before the second read, and they offered to work with members on clearer language. Several speakers also noted potential overlap with public-employee ethics rules (cited as RCW 42.52) and sought clarification on how state ethics requirements might interact with the WSBA policy.
The proposed changes were presented as a first read; no vote was taken. The governance committee and staff said they will revise language on disclaimers, definitions such as “material interest” and the scope of “intellectual property” and return the item for a second reading with proposed clarifications and any suggested remedies.
