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AAFCS
Bylaws
November 2002
ARTICLE
I
NAME
The name of this
organization shall be the American Association of Family and Consumer Sciences,
hereafter referred to as AAFCS.
ARTICLE
II
PURPOSES
The purposes of the
Association are stated in the Articles of Incorporation.
ARTICLE
III
MEMBERSHIP,
DUES, FEES, AND PRIVILEGES
Section 1.
Membership shall consist of two categories, individual and organizational.
Section 2.
Individual membership categories shall be active, Ellen Richards Sustaining, new
professional, associate, retired, pre-professional/graduate student, or
honorary.
(a) An active
member shall be a person:
(1) with a
bachelor's or advanced degree from an accredited college or university in the
United States1, Canada2, or other countries3, with a major in one or more of the
knowledge-based areas of the profession; or
(2) with a
bachelor's or advanced degree with a major in a specialized subject matter area
related to one or more of the knowledge-based areas of the profession from an
accredited college or university in the United States, Canada, or other
countries, and with a minimum of two years of experience in that area.
(b) An Ellen
Richards Sustaining member shall be a person who is eligible for membership
as defined in Section 2(a) of this Article and is interested in furthering the
purposes of
the Association through an additional contribution according to the dues
structure.
1 As listed in Accredited Institutions of Post-secondary Education. Published
for the Council on Post-secondary Education, Washington, D.C.
2 As listed in
Universities and Colleges of Canada.
3 As listed in
official publications of those countries.
(c) A new professional member shall be a person:
(1) with a
bachelors degree from an accredited college or university in the United States,
Canada, or other countries, with a major in one or more of the knowledge-based
areas of the profession and has not been a previous active member. This
membership category is open to individuals during the first two years following
the receipt of a baccalaureate degree. A new professional may have been a
pre-professional/graduate student member.
(d) An associate member shall be a person:
(1) with a
bachelor's degree from an accredited college or university but who is not
eligible as defined in Section 2(a)(1) or Section 2(a)(2) but who is interested
in furthering the purposes of the Association as stated in the Articles of
Incorporation. After two (2) years of continuous membership an associate member
may petition to become an active member; or
(2) with a two-year
associate degree from an accredited college or university in the United States,
Canada, or other countries, with a major in one or more of the knowledge-based
areas of the profession;
(3) who is eligible
for active membership as defined in Section 2(a) and is not employed more than
20 hours a week.
(e) A retired
member shall be a person who has been an active member for at least 10 years, is
60 or more years of age, has met retirement guidelines at place of previous
employment, and is no longer gainfully employed. It is the responsibility of the
member to request retired status.
(f) A
pre-professional/graduate student member shall be a person:
(1) who is enrolled
full time or part time by institutional standards in a two-year or four-year
program of the profession in an accredited college or university in the United
States, Canada, or other countries, with a major in one or more of the
knowledge-based areas; or
(2) who is enrolled
full time or part time by institutional standards and is progressing toward a
graduate degree in a program administered by a unit established on the
knowledge-based areas of the profession.
(g) An honorary member shall be a person other than a family and consumer
sciences
professional whom the Association desires to honor for exceptional services
within the interest of the Association. Honorary membership may be granted by
the Board of Directors.
Section 3. Annual dues for all categories of individual membership shall be:
(a) approved by the
Senate;
(b) the affiliated
association designated by the individual member shall receive one-fourth of said
dues.
Section 4.
Privileges of individual members shall include
(a) the receipt of
one subscription of the official publication of the Association;
(b) full voting
privileges under Article III, Section 2 for active, Ellen Richards Sustaining,
new professional, associate, and retired members;
(c) the opportunity
to serve as an elected officer of the Association, as an officer of a division,
professional section or action group and as a member of the nominating
committee, if an active, Ellen Richards Sustaining, or new professional member;
and
(d) the opportunity
to serve as a member of other association committees, if an active, Ellen
Richards Sustaining, associate, or retired member.
Section 5.
Organizational members
An organizational
member shall be an organized group, agency, organization or business. Such
potential organizational members should have purposes in common with AAFCS and
the organizational membership would result in mutual benefit for the two
organizations.
Section 6. Dues and
privileges for organizational members shall be:
(a) Annual dues for organizational members shall be established by the Board of
Directors;
(b) All
organizational members shall receive one journal subscription of the Association
and such privileges as may be established by the Board of Directors.
ARTICLE IV
AFFILIATE
FAMILY AND CONSUMER SCIENCES ASSOCIATIONS
Section 1. An
affiliate family and consumer sciences association may be a state association.
Such associations shall be organized on a state by state basis, or within the
District of Columbia, U.S. Territories, and/or appropriate groupings of the
foreign services and shall:
(a) incorporate in their bylaws or articles of incorporation the purposes of the
Association, and
(b) include as its
membership requirements, membership requirements of the Association.
Section 2.
Affiliate associations shall be composed of individual members. Affiliate
members shall pay dues simultaneously to the affiliate association and to AAFCS.
Affiliates requesting exceptions to membership categories and dues arrangements
shall seek approval from the AAFCS Board of Directors.
Section 3. Each
affiliate association shall be represented in the Association's Senate by its
president or affiliate's designee, and at least one additional duly authorized
delegate as specified in Article VI, Section 1(c).
Section 4.
Affiliate associations shall be collectively represented on the Board of
Directors by the vice president-affiliates.
ARTICLE V
OFFICERS AND STAFF;
ELECTIONS
Section 1. Officers
of the Association shall consist of president, president-elect, vice
president-services, vice president-planning, treasurer, hereafter referred to as
vice president-finance and properties, vice president-program, vice
president-development, vice president-affiliates, secretary, chair of the
pre-professional/ graduate student section, and an executive director. The
president, president-elect, vice presidents, and secretary must be active, Ellen
Richards Sustaining, or new professional members of the Association and shall be
elected by individual members, except the vice president-affiliates, who shall
be elected by the president of each affiliate or its designee; and the chair of
the pre-professional/graduate student section must be a pre-professional member
who shall be elected by the designated student electors of each state. The
executive director shall be appointed by the Association Board of Directors,
hereafter referred to as Board of Directors.
Section 2. Election
of officers of the Association, of the divisions, professional sections, and
members of the nominating committee shall be in accordance with election
procedures adopted by the Board of Directors.
Section 3. A
president-elect shall be elected annually. The president shall officially assume
office at the close of the annual meeting of the year during which the member
has served as president-elect. Only AAFCS members who are current or former
elected members of the Board of Directors, or chair of a division, professional
section, or action group; council, commission, national committee; or president
of an affiliate association representing states or territories, including the
District of Columbia, shall be eligible for the presidency. The president serves
for a term of one year or until the selection of a successor.
Section 4. The vice
presidents -services, -program, and -development and the secretary shall be
elected to assume office in odd-numbered years. The vice presidents -planning
and -finance and properties shall be elected to assume office in even-numbered
years. A vice president-elect affiliates shall be elected in odd-numbered years
and assume office as vice president-affiliates in even-numbered years. Each vice
president and secretary shall be elected to serve for two years or until the
selection of their successors and shall officially assume office at the close of
the annual meeting of the Association in the year of induction into office.
Section 5. The
nominating committee is elected by individual members on the annual ballot to
serve a two year term (See Article X, Section 2). The chair of the nominating
committee shall be designated by the AAFCS president from among those elected to
serve on the nominating committee.
Section 6.
Elections shall be by majority of votes cast. The nominating committee elections
are by plurality.
ARTICLE VI
FUNCTIONS
OF OFFICERS AND STAFF
Section 1. The
functions of the elected officers of the Association follow:
(a) The president
shall give general supervision and leadership to organizational policies and
programs. The president shall be a voting member of the Senate. The president
shall be the official spokesperson for the Association. The president shall
create
committees and appoint members to all committees for which there is not
otherwise specific provision, appoint members to fill unexpired terms in case of
vacancies for elected offices, subject to the approval of the Board, with the
exception of the president-elect who shall be elected by the Board of Directors.
The president shall prepare an annual report for presentation to the Senate.
(b) The
president-elect shall assume the duties of the office of president should the
president be unable to serve. The president-elect shall prepare an annual report
for presentation to the Senate. The president-elect shall preside over the
Senate.
(c) The vice presidents shall be voting members of the Senate. They shall serve
as liaison and ex-officio members without vote on committees under their
direction unless specified to be chair; recommend the continuation,
reorganization, formulation, and/or change in function or status of Association
committees to the Board of Directors for consideration and action; represent the
president of the Association when requested; represent the Association at
affiliate meetings, workshops, and conferences, or national meetings of other
organizations upon request by and/or in coordination with the executive
director; shall prepare an annual report for presentation to the Senate.
(1) The vice
president-services shall coordinate and oversee activities of those committees
and Association representatives responsible for maintaining services to the
membership.
(2) The vice president-planning shall coordinate and oversee activities
associated with program development and strategic directions for the Association
and collaborate with the vice president-program to insure integration between
plans and action.
(3) The vice president-program shall coordinate and oversee the activities of
groups engaged in implementation of the Association Strategic Directions; and
collaborate with the vice president-planning to ensure integration between plans
and action.
(4) The vice
president-development shall coordinate and oversee the development activities of
the Association.
(5) The vice
president-finance and properties shall serve as treasurer of the Association and
be responsible for financial affairs, including the property of the Association,
and present a financial report to the Senate. At such times as the vice
president-finance and properties may be unable to act, the president-elect shall
serve as deputy vice president-finance and properties.
(6) The vice president-affiliates shall be responsible for affiliate relations.
(d) The secretary
shall be a voting member of the Senate. The secretary shall prepare the minutes
of all business meetings of the governing bodies of the Association and shall
prepare an annual report for presentation to the Senate.
(e) The chair of
the pre-professional/graduate student section shall be a voting member of the
Board of Directors and a voting member of the Senate; shall coordinate the
activities of the pre-professional/graduate student section; and shall prepare
an annual report for presentation to the Senate and for inclusion in official
publications of the Association.
Section 2. The functions of salaried staff members of the Association are as
defined below:
(a) The Executive
Director shall be the administrator of the headquarters office of the
Association; be responsible for execution of the policies of the Association;
act as custodian of the seal and records of the Association; be an ex-officio
member without vote of the AAFCS Board of Directors. Should the office of
executive director become vacant, the president of the Association shall
designate a salaried staff member to serve until the position is filled.
(b) The selection
and function of other salaried staff members shall be determined by the
Executive Director within policies and budget which have been established by the
governing bodies of the Association.
ARTICLE VII
COMPOSITION
OF SENATE; FUNCTIONS
Section 1. The
Association, in order to effect its purposes, shall have a Senate.
Section 2. The
composition and functions of the Senate are as defined below:
(a) The Senate
shall consist of:
(1) a minimum of
two senators from each affiliate (one being the affiliate president or
affiliate's designee). Affiliates with membership between 500-999 shall have one
additional senator; with membership over 1000, there shall be two additional
senators for a maximum of four. Senator selection shall be determined by all
members of each affiliate. Senators may serve for a two-year term with terms
being staggered within each affiliate. The term of office for senators begins
with the Senate Meeting held during the AAFCS Annual Meeting and Exposition;
(2) two pre-professionals elected annually for a one-year term by the membership
of the pre-professional/graduate student section;
(3) two past AAFCS
Presidents elected by their membership for two-year staggered terms; and
(4) voting members
of the AAFCS Board of Directors with length of terms designated by their term of
office.
(b) The Senate
shall hold one on-site meeting annually to occur in conjunction with the AAFCS
Annual Meeting and Exposition. Other work of the Senate shall be conducted as
needed through mail ballot and/or technology-assisted communications. A majority
of the members registered for the Senate shall constitute a quorum.
(c) The functions
of the Senate shall be to:
(1) receive annual
report;
(2) receive fiscal
reports;
(3) receive reports
from officers and committee/council chairs;
(4) adopt strategic
plans for the Association;
(5) adopt
resolutions;
(6) approve
categories and dues for membership;
(7) approve
formation or termination of a division or professional section; and;
(8) adopt and amend
AAFCS Bylaws.
ARTICLE VIII
COMPOSITION
OF BOARD OF DIRECTORS; FUNCTIONS
Section 1. The
Association in order to effect its purpose shall have a Board of Directors. The
Board
of Directors shall act as the legal representative of the Association, set
association policy,
and provide leadership for and manage the affairs and funds of the Association.
Section 2. The
composition and functions of the Board of Directors are as defined below:
(a) The AAFCS Board
of Directors shall consist of the president; president-elect; vice presidents
-services, -planning, -finance and properties, -program, -development and
-affiliates; secretary; chair of the pre-professional/graduate student section
and the AAFCS executive director, an ex-officio member without vote.
(b) The functions
of the Board of Directors of the Association shall include, but not be limited
to:
(1) establish and
monitor operating policies and procedures for the conduct of Association and
headquarters business;
(2) coordinate the
development, implementation, and evaluation of the Association's Strategic
Directions and recommend to the Senate;
(3) manage the
financial affairs and serve as the legal representative of the Association;
(4) approve budget
and present fiscal reports to the Senate;
(5) authorize an
audit of the official financial records of the Association at least once a year
by an auditor who is a certified public accountant and the publication of the
auditor's report in the journal of the Association;
(6) determine dates
and places of annual meetings, have power to cancel an annual meeting;
(7) establish
and/or approve standing and ad hoc committees and act on their reports;
(8) authorize the
president to appoint ad hoc committees;
(9) review
proposals to create or continue divisions and professional sections, and present
reports to the Senate for approval;
(10) identify
action groups and approve Board and member initiated action groups;
(11) appoint
official representatives of the Association to external groups;
(12) appoint
executive director and review performance annually;
(13) approve
applications for organizational memberships;
(14) meet a minimum
of two times annually;
(15) authorize
affiliations with other organizations;
(16) recommend
program priorities for a given year; facilitate and implement program as
determined by the Senate;
(17) approve the
priorities for development;
(18) review all
proposed amendments of the Bylaws and recommend to the Senate;
(19) fill unexpired
term of the president-elect in case of vacancy, in keeping with procedures in
Article VI, Section 1(a) and eligibility criteria, Article V, Section 3; and
(20) generate and
submit policy statements to the Senate.
(c) A majority of
the currently serving members of the Board of Directors shall constitute a
quorum.
(d) Meetings of the
Board of Directors may be held by means of telephone or other
technology-assisted options. All Directors participating in the meeting need to
be able to communicate with each other.
ARTICLE IX
DIVISIONS,
PROFESSIONAL SECTIONS, AND ACTION GROUPS
Section 1.
Membership. The membership of the Association shall be organized into divisions,
professional sections, and action groups. Divisions reflect the knowledge based
areas of the profession. Professional sections reflect the professional settings
within which the profession is practiced. Action groups reflect timely issues in
which AAFCS can assume a critical role. Members may affiliate with one division
and one professional section as part of their basic dues structure. Members
wishing to join additional divisions or professional sections will pay an
additional fee for each.
Section 2.
Divisions and professional sections are ongoing without review so long as a
minimum membership of 250 is maintained. A division or professional section with
fewer than 250 members for three (3) successive years will be subject to review
and possible termination by the Senate upon the recommendation of the Board of
Directors. To continue, action groups must maintain a membership of 20 and
submit a status report annually to the vice president-program.
Section 3.
Establishment and status change of divisions, professional sections, and action
groups are as follows:
(a) Divisions may
be proposed by a group with like subject interests, and professional sections by
a group with like employment areas by holding a meeting at three consecutive
annual meetings and petitioning the Board of Directors, and subsequently
the Senate, with
evidence of a potential membership of at least 250. Existing divisions or
professional sections wishing to divide must petition the Board of Directors
with evidence of a potential membership of at least 250 in each division or
professional section. A merger between or among existing divisions or between or
among existing professional sections shall be by consent of a majority of the
division or professional section members, recommendation by the Board of
Directors and ratification by the Senate.
(b) Action groups
may be identified by the Board of Directors, the Senate, or members who are
committed to create a community to address an identified need, issue, or area of
concern for an agreed upon period of time. Only the Board of Directors has
authority to approve an action group. An annual report shall be submitted to the
vice-president program.
(c) Termination of
a division or professional section for reasons other than size shall be by
consent of a majority of the division or professional section members,
recommendation by the Board of Directors, and ratification of the Senate. An
action group shall terminate upon completion of its stated outcome.
Section 4.
Divisions:
(a) The functions
of divisions shall be to:
(1) promote,
critique, and disseminate division-related research to enhance and advance the
knowledge base of the profession and to influence public policy;
(2) provide
programming to support professional development of members within or among
specialized divisions, including at Annual Meeting and Exposition and other
times as deemed appropriate;
(3) support and
promote the integration and application of knowledge to enhance family and
individual well-being in all settings;
(4) identify trends
and issues related to the division and the effect of these trends and issues on
the entire profession;
(5) submit
proposals for special projects to be conducted by the division or in cooperation
with other divisions, professional sections, or action groups, councils,
national committees, or commissions;
(6) encourage and
assist members to promote division-related professional involvement and
programming at affiliate and district levels;
(7) establish any
committees to carry out special activities or projects and communicate with
constituents;
(8) nominate and
elect division officers by means of the AAFCS national ballot when national
elections are held;
(9) hold an annual
business meeting at the AAFCS Annual Meeting and Exposition;
(10) support the
AAFCS Strategic Direction;
(11) provide names
of members to represent the division in priority issues, legislation, public
relations, research, and other areas when contacted by officers and staff of the
Association; and
(12) be represented
on any special, ad hoc, or governance committees or with any affiliates of
concern to the division.
(b) The divisions
will manage their funds in accordance with guidelines established by the
committee on finance and properties. Divisions may assess additional dues as
approved by each division membership.
(c) A division shall operate under its own rules of order provided these do not
conflict with AAFCS Bylaws.
Section 5.
Professional Sections
(a) The functions
of professional sections shall be to:
(1) promote, critique, and disseminate research to enhance and advance the
knowledge base of the profession and to influence public policy;
(2) provide
programming to support professional development of members with similar
professional orientation, including at Annual Meeting and Exposition and other
times as deemed appropriate;
(3) support and
promote the integration and application of knowledge to enhance family and
individual well-being in all settings;
(4) identify trends
and issues related to the professional section and the effect of these trends
and issues on the entire profession;
(5) submit
proposals for special projects to be conducted by the professional section or in
cooperation with other divisions, professional sections, action groups,
councils, national committees or commissions;
(6) encourage and
assist members to promote professional section-related professional involvement
and programming at affiliate and district levels;
(7) establish any
committees to carry out special activities or projects and communicate with
constituents;
(8) nominate and
elect section officers by means of the AAFCS national ballot when national
elections are held;
(9) hold an annual
business meeting at the AAFCS Annual Meeting and Exposition;
(10) support the AAFCS Strategic Direction;
(11) provide names
of members to represent the professional section in priority issues,
legislation, public relations, research, and other areas when contacted by
officers and staff of the Association; and
(12) be represented
on any special, ad hoc, or governance committees or with any affiliates of
concern to the professional section.
(b) A professional
section will manage its funds in accordance with guidelines established by the
committee on finance and properties. It may assess additional dues as approved
by the professional section membership,
(c) The
professional sections shall operate under their own rules of order provided
these do not conflict with AAFCS Bylaws.
Section 6. Action
Groups
(a) The functions
of action groups shall be to:
(1) focus on timely
concerns, trends, and issues affecting family, individual, and community
well-being;
(2) take positive
action to educate members and others regarding the impact of the identified
concerns, trends, and issues;
(3) create and/or
influence public policy related to those issues;
(4) support the
AAFCS Strategic Direction;
(5) provide
programming to support the professional development of members at meetings and
at other times as appropriate;
(6) schedule to
meet at the AAFCS Annual Meeting and Exposition, if appropriate;
(7) organize to
accomplish outcomes; and
(8) encourage and
assist members with the action group efforts on affiliate and district levels.
(b) The action
group will manage its funds in accordance with guidelines established by the
committee on finance and properties. It may assess additional dues as approved
by the action group membership.
Section 7. The vice president-program shall represent divisions, professional
sections, and action groups on the Board of Directors; coordinate and oversee
programs within divisions, professional sections, and action groups; and serve
as liaison between the Board of Directors and the divisions, professional
sections, and action groups. In addition, the vice president-program oversees
the election process; the annual meetings of the divisions, professional
sections, and action groups; and any division, professional section, and action
group sponsored seminars and workshops.
ARTICLE X
COMMITTEES
AND COUNCILS
Section 1. The
Board of Directors annually shall appoint active, Ellen Richards Sustaining, new
professional, associate, pre-professional/graduate student, and/or retired
members to the following standing committees:
(a) Bylaws
Committee. The duties of the committee shall be to receive and propose
amendments to the AAFCS Bylaws and to submit the proposed amendments to the
Board of Directors for review.
(b) Finance and
Properties Committee. The duties of the committee shall be to review the budget
as submitted by the vice president-finance and properties and approve for
presentation to the Board of Directors. The vice president-finance and
properties shall be the chair of the committee on finance and properties.
(c) Ethics
Committee. The ethics dimension of the Association shall be vested in the Ethics
Committee. The committee shall be so organized to facilitate and promote the
ethical practices of members.
(d) Development
Committee. The development committee will have the responsibility of overseeing
all of the development activities of the Association according to the priorities
established by the Board of Directors.
Section 2. Nominating Committee.
The nominating committee shall have oversight of the election process.
Two nominations for
president-elect shall be presented annually.
Two nominations
each for vice president-services, vice president-program, vice
president-development, and secretary in odd-numbered years; two nominations each
for vice president-planning and vice president-finance and properties in
even-numbered years.
The committee will
present two categories of nominations for the slate for the nominating
committee;
four nominations
from the active, Ellen Richards Sustaining, new professionals, or retired
members as the slate for the nominating committee annually (i.e. two shall be
elected each year);
two nominations
from former members of the Board of Directors for the slate in odd-numbered
years to be voted on in a separate category (i.e. one shall be elected each
year).
Section 3. Council
for Accreditation. The Association's accreditation program shall be vested in
the Collegiate Assembly of the Higher Education Unit (HEU) and the Council for
Accreditation. Each group shall organize itself according to its own rules of
order to carry out the Association's accreditation program provided these do not
conflict with the AAFCS Bylaws. The chair of each group shall make an annual
report to the Board of Directors.
Section 4. Council
for Certification. The Association's certification program shall be vested in
the Council for Certification which shall organize itself according to its own
rules of order to carry out the Association's certification program, provided
these do not conflict with the AAFCS Bylaws. The chair of the Council shall make
an annual report to the Higher Education Unit and the Board of Directors.
Section 5. Reports
of committees and councils shall be submitted to the Board of Directors and the
Senate.
Section 6. The
Board of Directors will consult with the president to authorize the appointment
of additional committees and councils as needed. Reports of such committees and
councils shall be submitted upon request.
ARTICLE XI
UNITS
Section 1. There
shall be units of the Association to coordinate, strengthen, and promote the
Association's programs. Units shall consist of official representatives of
groups within the Association.
Section 2. Units of
the Association are:
(a) Affiliate
Presidents' Unit. The president and president-elect of each affiliated
association shall constitute this unit. The vice president-affiliates shall
represent this unit on the Board of Directors.
(b) Higher
Education Unit. The Association's leadership in postsecondary education shall be
vested in the Higher Education Unit (HEU) which is composed of one
representative of each member family and consumer sciences unit in higher
education. HEU shall organize itself according to its own rules of order to
carry out the Association's post-secondary education program.
The Higher Education Unit includes a subsidiary, the Collegiate Assembly. The
Collegiate Assembly is responsible for setting the standards for professional
preparation and monitoring practices of professionals. The Collegiate Assembly
is comprised of one representative of each accredited program and the chair of
the Council for Accreditation.
The following
professional standards functions of the Association are included in the Higher
Education Unit: accreditation and certification. The accreditation program shall
be vested in the Collegiate Assembly of the Higher Education Unit (HEU) and
Council for Accreditation.
The certification
program shall be vested in the Council for Certification. Each council shall
organize itself according to its own rules of order. The president-elect shall
serve as liaison between the Board of Directors and the Higher Education Unit.
The president-elect shall make an annual report on professional standards to the
Board of Directors.
Section 3. Each
unit shall have its own rules of order which shall not be in conflict with the
AAFCS bylaws and which shall be approved by the Board of Directors of the
Association. Each unit shall elect its own officers and shall establish
committees and councils as are required for its functions.
Section 4.
Additional units may be organized on the approval of the Board of Directors of
the
Association.
ARTICLE XII
MEETINGS
There shall be an
annual meeting of the Association at such time and place as the Board of
Directors shall determine. No annual meeting shall be held at a time that will
shorten or lengthen the term of any elected officer by more than six (6) months.
In the event of an emergency the annual meeting can be canceled by the Board of
Directors.
ARTICLE XIII
JOURNAL
AAFCS shall publish
a professional journal which shall be the official publication of the
Association. All rights, including title rights, copyrights, and good will shall
be vested in the Association.
ARTICLE XIV
FISCAL
YEAR
The fiscal year of
the association shall be determined by the Board of Directors and shall be noted
in the Association's Policy and Procedures Manual.
ARTICLE XV
AMENDMENTS
Section 1. These
Bylaws may be amended by action of the Board of Directors and a vote of
two-thirds of the currently serving members of the Senate present and voting at
any annual meeting of the Senate, provided that notice of any proposed
amendment(s) be given by mail, email, or through one of the official
publications of the Association to all members at least thirty (30) days prior
to the meeting at which the vote is to be taken.
Section 2. In the
event of an emergency as determined by the Board of Directors, the Bylaws may be
amended by mail ballot by a majority of the currently serving members of the
Senate designated as such in writing to the executive director.
ARTICLE XVI
TAX-EXEMPT
STATUS
Section 1. This
Association is a non-stock and non-profit corporation. No part of the net
earnings of the Association shall inure to the benefit of, or be distributed to,
its directors, officers, or other private persons, except that the Association
shall be authorized or empowered to pay reasonable compensation for services
rendered and to make payments and distributions to further the objective set
forth in Article III of the Articles of Incorporation.
No substantial part
of the Association's activities shall be invested in carrying on propaganda or
otherwise attempting to influence legislation. The Association shall not
participate in, or intervene in, any political campaign on behalf of any
candidate for public office.
Notwithstanding any
of the provisions in the Articles of Incorporation, the Association shall not
carry on any other activities not permitted to be carried on: (a) by corporation
exempt from federal income tax under Section 501(c)(3) of the Internal Revenue
Code of 1986 (or corresponding provisions of any future U.S. internal revenue
law) or (b) by a corporation, contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding
provisions of any future U.S. internal revenue law).
Section 2. If in
any one year the Association is found to be a private foundation, then, and in
that event, its income for each taxable year shall be distributed at such time
and in such a manner as to not subject the foundation to tax under Section 4942
of the Internal Revenue Code. The foundation shall not engage in any act of
self-dealing (as defined in Section 4941(d) of the Internal Revenue Code), shall
not retain any excess business holdings (as defined in Section 4943(c) of the
Internal Revenue Code), shall not make any investments in such manner as to
subject the foundation to tax under Section 4944 of the Internal Revenue Code,
and shall not make any taxable expenditures (as defined in Section 4945(d) of
the Internal Revenue Code).
ARTICLE XVII
DEFENSE
AND INDEMNIFICATION
To the extent
permitted by law, the Association shall defend and/or indemnify any person who
was or is a party defendant or is threatened with being made a party defendant
to any legal action, suit, or proceeding (other than an action, suit, or
proceeding by or in the right of the Association) by reason of the fact that
he/she is or was a Director, officer, employee, or agent of the association, or
is or was so serving at the Association's request for another profit or
not-for-profit corporation, against expenses actually and necessarily incurred
by him/her in connection with the defense of such legal action, suit, or
proceeding, except in relation to matters as to which he/she shall be adjudged
in such legal action, suit, or proceeding to be liable for negligence or
misconduct in the performance of his/her duty to the Association.
The termination of
any legal action, suit, or 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 or in a
manner which he/she reasonably believed to be in the Association's best
interests. To the extent that the court or body in or before which such legal
action, suit, or proceeding was finally determined has not addressed the
questions of negligence or misconduct in the performance of the person's duty to
the Association, a determination that indemnification is proper shall be made by
a majority vote of the Board of Directors. In the event of settlement of a legal
action, suit, or proceeding, indemnification shall be made up to the amount that
would reasonably have been expended in the defense, as provided for by the Board
of Directors.
Indemnification
shall not be deemed exclusive of any other rights to which the Director,
officer, employee, or agent may be entitled under any Bylaw, agreement, vote of
the Board of Directors or members, or otherwise.
ARTICLE
XVIII
DISSOLUTION
In the event of
dissolution or termination of the Association, the Board of Directors shall,
after paying all the liabilities of the Association, dispose of all the assets
of the Association exclusively for the objectives of the Association in such
manner or to such organization or organizations organized exclusively for
charitable, educational, or scientific purposes and at the time qualify as an
exempt organization or organizations under Section 501(c)(3) of the Internal
Revenue Code of 1986 (or corresponding provisions of any future U.S. Internal
Revenue law) as the Board shall determine. Any of such assets not so disposed of
shall be disposed of by the court of proper jurisdiction exclusively for such
purposes or to such organizations organized and operated exclusively for such
purposes, which the court shall determine.
ARTICLE
XIX
PARLIAMENTARY
AUTHORITY
Except as otherwise
provided in its bylaws and standing rules, the Association shall be governed in
its proceedings by Robert's Rules of Order, Newly Revised.
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