BYLAWS OF THE INTERNATIONAL ASSOCIATION OF MARRIAGE and FAMILY COUNSELORS
International Association of Marriage and Family Counselors
A division of the American Counseling Association.
ARTICLE I
OFFICES AND REGISTERED AGENT
Section 1. Principal Office. The principal office of the International
Association of Marriage and Family Counselors, a nonprofit corporation
incorporated under the laws of the Commonwealth of Virginia (hereinafter
the "Association"), shall be in the Commonwealth of Virginia.
Section 2. Registered Office and Agent. The Association shall have and
continuously maintain a registered office in the Commonwealth of Virginia
(which may be identical with the principal office) and the Board of
Directors of the Association shall appoint and continuously maintain in
service a registered agent in the Commonwealth of Virginia, who shall be
an individual resident of the Commonwealth of Virginia and an officer or
director of the Association, a member of the Virginia State Bar, or a
professional corporation, registered under the provisions. Of section
54-42.2 of the Code of Virginia.
Section 3. Other Offices. The Association may have such other office or
offices, at such suitable place or places within or without the
Commonwealth of Virginia as the Board of Directors may from time to time
determine or as the affairs of the Association may require from time to
time.
ARTICLE II
PURPOSES
The purposes for which the Association is formed are to enhance marriage
and the family by conducting and fostering programs of education in the
field of marriage and family counseling; by stimulating, promoting, and
conducting programs of research in the field of marriage and family
counseling; by conducting scientific and educational meetings and
Conferences; by establishing contacts with other organizations for
scientific and educational pursuits; by examining conditions which create
barriers to marriage and families, and working to remove them; and to
engage in such other activities as may be desirable or required to
accomplish the foregoing objects and purposes, not without the scope of
the Article II and Article XII, hereof.
The Association is organized and shall be operated exclusively for
charitable, scientific, and educational purposes within the meaning of
sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the
Internal Revenue Code. No part of the net earnings of the Association
shall inure to the benefit of, or be distributed to, its Directors,
officers, other private individuals, or organizations organized and
operating for profit (except that the Association shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes as herein above
stated). No substantial part of the activities of the Association shall be
the carrying on of propaganda or otherwise attempting to influence
legislation. The Association shall not participate in or intervene in
(including the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provisions herein, the Association shall not
carry on any activities not permitted to be carried on:
(a) by an organization exempt from federal income tax under section 501(a)
of the Internal Revenue Code, as an organization described in section
501(c)(3) of such Code; and/or
(b) by an organization, contributions to which are deductible under
sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue
Code.
To further the Association's objects and purposes, the Association shall
have and shall exercise all the power conferred by the provisions of
Chapter 10 of Title 13.1 of the Code of
Virginia not without the scope of Article THIRD of the Articles of
Incorporation of-the Association. Without limiting the generality of the
foregoing, the Association shall have the power to sue and be sued, to
receive grants, gifts, contributions and other sums of a like nature, to
own, to take title to, receive and hold, lease, sell and resell, in fee
simple or otherwise, property, real, personal or mixed, wherever situated
or however acquired, without limitation as to amount of value. The
Association shall have authority to encumber property by deed of trust,
pledge or otherwise; to borrow money and secure payment of same by lien or
liens on the realty or personal property of the Association; to lease,
build, or erect, remodel, repair, construct and/or reconstruct any and all
buildings, houses, or other structures necessary, proper or incident to
the carrying out of the objects and purposes stated herein. The
Association shall have full powers of management, investment,
reinvestment, and the collection of all rents, revenues, issues and
profits arising therefrom.
ARTICLE III
MEMBERSHIP
Section 1. Classes of Membership. The Association shall have three classes
of members. The designation of such classes and the qualifications and
rights of the members of such classes shall be as follows:
A. Regular Member. An individual is eligible to be a Regular Member if he
or she actively is involved or interested in the area of marriage and the
family, including marriage counseling, marital therapy, divorce
counseling, mediation, and family counseling or therapy. Regular Members
in good standing shall have all the rights and privileges of membership in
the Association, including the right to hold office or to vote.
B. Special Member. An individual, institution, organization, or agency is
eligible to be a Special Member if that person is interested in supporting
the goals of the Association. Special Members shall have all the lights
and privileges of membership in the Association, except that they shall
not be entitled to hold office or to vote.
C. Student Member. An individual is eligible to be a student member if he
or she is currently matriculated in a Graduate Counseling Program. Student
members in good standing shall have all the rights and privileges of
membership in the association, including the right to hold office or to
vote.
Section 2. Application for Membership. Persons seeking membership in the
Association as a Regular or Special Member must submit a completed
application, in such form as the Board of Directors shall from time to
time determine, to the Board of Directors or a committee or officer
designated by the Board of Directors, which, in its sole discretion, will
grant or deny the application for membership. Applicants will be notified
in writing if accepted and of the membership status granted.
Section 3. Transfer of Membership. Notwithstanding any other provision
herein, any "Regular Member" of the International Association of Marriage
and Family Counselors, a Commonwealth of Virginia nonprofit corporation,
automatically will be granted membership in the Association as a Regular
Member, which membership will lapse upon non-payment of dues and any
"Special Member" of the International Association of Marriage and Family
Counselors, a Commonwealth of Virginia nonprofit corporation,
automatically shall be granted membership in the Association as a Special
Member, which membership shall lapse upon non-payment of dues.
Section 4. Termination of Membership. The Board of Directors, by the
affirmative vote of two-thirds of all of the directors present at any
regular or special meetings may terminate the membership of a member, for
cause, after an appropriate hearing and may, by a majority vote of those
present at any regular or special meeting, terminate the membership of any
member who becomes ineligible for membership or suspend or expel any
member who shall be in default in the payment of dues.
Section 5. Membership Dues. The amount of the annual dues of the members
of the Association shall be determined by the Board of Directors and shall
be paid annually by such date as may be determined by the Board from time
to time. The Board of Directors may establish different dues amounts for
members of different classes. Chapter dues shall be established by the
respective Chapters in accordance with Section 2 of Article VIII hereof.
ARTICLE IV
MEETINGS
Section 1. Annual Meetings. A regular annual meeting of the members shall
be held at least once a year, at such time, day and place as shall be
designated by the Board of Directors. When feasible, however, the annual
meeting shall be held in conjunction with the annual convention of the
American Counseling Association.
Section 2. Special Meeting. Special membership meetings may be called by
the Board of Directors and shall be called by the Board upon written
request therefore to the Secretary/Treasurer of the Association of not
less than one-third of the members entitled to vote.
Section 3. Notice of Meetings. Notice of the time, day, place, and purpose
of each meeting shall be given to all members of the Association in the
manner set forth in Section 2 of Article X hereof.
Section 4. Quorum. A quorum for the transaction of any and all business at
the annual or any special membership meeting of the Association shall
consist of not less than a majority of the voting members. if a quorum is
not present, a majority of the voting members present may adjourn the
meeting to a future time, without further notice being required.
Section 5. Manner of Acting. Except as otherwise expressly required by
law, the Articles of Incorporation of the Association, or these Bylaws,
the affirmative vote of a majority of the members entitled to vote,
present at any meeting of the members at which a quorum is present, shall
be the act of the members.
Section 6. Written Consent. Action taken by the members without a meeting
is nevertheless the action of the members if written consent to the action
in question is signed by all of the members entitled to vote and filed
with the minutes of the proceedings of the members, whether done before or
after the action so taken.
Section 7. Proxies. At any meeting of the members, a member entitled to
vote may do so by proxy executed in writing and filed with the Secretary
Treasurer of the Association before the meeting. A member who executes a
proxy may withdraw the proxy by attending in person the meeting for which
the proxy was executed or by filing a notice in writing with the Secretary
Treasurer, before or at the time of the meeting, that the proxy is
withdrawn. Proxies may confer general voting rights, or they may be
limited to prescribed action on a particular issue.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Powers. There shall be a Board of Directors of the Association,
which shall manage, supervise and control the business, property and
affairs of the Association, except as otherwise expressly provided by law.
The Articles of Incorporation of the Association, or these Bylaws. The
Board of Directors shall be vested with the powers possessed by the
Association itself, including the powers to determine the policies of the
Association and prosecute its purposes, to appoint and remunerate agents
and employees (including the power to delegate some or all of this
authority), to establish the budget of the Association, to disburse the
funds of the Association, and to adopt such rules and regulations for the
conduct of its business as shall be deemed advisable. The Board of
Directors shall elect one of its members, who may be an officer of the
Association, to serve as Chairperson of the Board of Directors, for such
term as the Board may determine.
Section 2. Number and Qualifications. The Board of Directors of the
Association shall be composed of six individuals and shall serve until
their successors are elected and qualified. Thereafter, the Board of
Directors of the Association shall be composed of five individuals.
Section 3. Election and Term of Office. The members of the Board of
Directors shall consist of the President, the President Elect, the
Immediate Past-President, the Secretary Treasurer, Board Member-at-Large
and the Executive Director. The Board Member-at-Large shall be elected by
the Regular Members of the Association at the annual membership meeting
or, if the Board of Directors so provides by resolution, by mail ballot,
and shall serve for a term of two years.
Section 4. Resignation. Any director may resign at any time by giving
written notice to the President of the Association. Such resignation shall
take effect at the time specified therein, or, if no time is specified, at
the time of acceptance thereof as determined by the President of the
Association.
Section 5. Removal. Any director, who is not a director by reason of being
an officer of the Association, may be removed from such office by a
two-thirds vote of the Regular Members at any regular or special meeting
of the members at which a quorum is present, for (1) violation of these
Bylaws or (2) engaging in any other conduct prejudicial to the best
interests of the Association. Such removal may occur only if the director
involved is first provided (1) with adequate notice of the charges against
him or her in the form of a statement of such charges and of the time and
place of the meeting of the members scheduled for the purpose of hearing
or considering such action, sent by certified or registered mail to the
last known address of such director, (2) an opportunity to appear before
the members or forward a written statement thereto in presentation of any
defense of such notice, and (3) a written explanation as to (if such is
the case) why such director is being removed from such office. In these
regards, the members shall act on the basis of reasonable and consistent
criteria, always with the objective of advancing the best interests of the
Association. Any director, who serves by reason of being an officer of the
Association, may be removed from such office only if he or she is removed
as an officer in accordance with Section 5 of Article VI hereof.
Section 6. Vacancies. A vacancy in the position of an ex officio Board
member shall be filled for the un-expired term by an officer selected in
the manner set forth in Section 6 of Article VI hereof. A vacancy in the
position of Board Member-at-Large shall be filled for the unexplored term
by majority vote of the Regular Members present at a regular or special
meeting of the membership of the Association.
Section 7. Regular Meetings. A regular annual meeting of the Board of
Directors of the Association shall be held each year, at such time, day
and place as shall be designated by the Board of Directors, for the
purpose of transacting such business as may come before the meeting. When
feasible, however, the annual meeting shall be held in conjunction with
the annual convention of the American Counseling Association. The Board of
Directors may, by resolution, provide for the holding of additional
regular meetings.
Section 8. Special Meetings.. Special meetings of the Board of Directors
may be called at the direction of the President of the Association or by a
majority of the voting directors then in office, to be held at such time,
day and place as shall be designated in the notice of the meeting.
Section 9. Notice. Notice of the time, day and place or any meeting of the
Board of Directors shall be given at least ten days previous thereto in
the manner set forth in Section 2 of Article X hereof. The purpose or
purposes for which a special meeting is called shall be stated in the
notice thereof. Any director may waive notice of any meeting by a written
statement executed either before or after the meeting. Attendance at a
meeting shall constitute a waiver of notice thereof, except where
attendance is for the express purpose of objecting to the call or
convening of the meeting.
Section 10. Quorum. A majority of the directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors,
except, if less than, a quorum of directors is present at such meeting,
one-third of the directors present may adjourn the meeting from time to
time without further notice.
Section 11. Manner of Acting. Except as otherwise expressly required by
law, the Articles of Incorporation of the Association, or these Bylaws,
the affirmative vote of a majority of the directors present at any meeting
of the Board of Directors at which a quorum is present shall be the act of
the Board of Directors. Each director shall have one vote. Voting by proxy
shall not be permitted.
Section 12. Written Consent. Action taken by the Board of Directors
without a meeting is nevertheless Board action if written consent to the
action in question is signed by all of the directors and filed with the
minutes of the proceedings of the Board, whether done before or after the
action so taken.
Section 13. Telephone Meeting. Any one or more directors may participate
in a meeting of the Board of Directors by means of a conference telephone
or similar telecommunications device which allows all persons
participating in the meeting to hear each other and such participation in
a meeting shall be deemed presence in person at such meeting.
Section 14. Compensation. No director shall receive any compensation for
services rendered in such capacity, except that the Board may by
resolution provide for the reimbursement of actual travel and lodging
expenses incurred in the performance of the duties of the director to the
extent provided by such resolution.
Section 15. Policy and Procedures Handbook. A Policy and Procedures
Handbook will be created to guide the Board of Directors in the ongoing
operation of the organization. The Policy and Procedures Handbook will
include the duties of elected and appointed officers, financial policies
and procedures, ethics, nomination and election policies and procedures,
policies and procedures on forming and maintaining chapters, policies
related to the National Academy for Certified Family Therapists, and other
governance policies and procedures. Since the Policy and Procedures
Handbook is meant to supplement the bylaws, no statement within the
handbook may conflict with any bylaw. Changes to the Policy and Procedures
Handbook can be made by a majority vote of the Board of Directors.
ARTICLE VI
OFFICERS
Section 1. Officers. The officers of the Association shall consist of a
President, a President-Elect, an Immediate Past President, a
Secretary/Treasurer, and the Executive Director. The Association shall
have such other officers and assistant officers as the Board of Directors
may from time to time deem necessary, such officers to have the authority,
and to perform the duties prescribed from time to time by the Board of
Directors. One person may hold more than one office, other than the
offices of President and Secretary/Treasurer.
Section 2. Election of Officers. The initial officers of the Association
shall be appointed by the initial Board of Directors. Thereafter, the
officers shall be elected as set forth in this Section 2 and Section 3 of
Article V hereof. The President-Elect of the Association shall be elected
by the Regular Members of the Association by mail ballot conducted by the
Nominations and Elections Committee. The Secretary/Treasurer shall be
nominated by the President and approved by the Board of Directors of the
Association.
Section 3. Term of Office. The President-Elect of the Association shall be
installed following his or her election and shall hold office for two
years or until his or her respective successor shall have been duly
elected and qualified. Following the two-year term as President-Elect, the
person serving in that capacity shall serve as President for a term of two
years. Following the two-year term as President, the person serving in
that capacity shall serve as Immediate Past-President for a term of two
years. The Secretary/Treasurer shall be installed at the Board of
Directors meeting at which his or her appointment is approved and shall
hold office for a term of two years or until his or her successor shall
have been duly appointed and qualified.
Section 4. Resignation. Any officer may resign at any time by giving
written notice to the President of the Association. Such resignation shall
take effect at the time specified therein, or, if no time is specified, at
the time of acceptance thereof as determined by the President.
Section 5. Removal. Any officer may be removed by the Board of Directors
at any regular or special meeting of the Board at which a quorum is
present, whenever in its judgment the best interests of the Association
would be served thereby, but, such removal will be without prejudice to
the contract fights, if any, of the officer so removed.
Section 6. President. The president should admire and consult with the
Board of Directors regarding the matters of the Association. The President
serves as an ex-officio member of all Association committees and task
forces, except those as designated by a quorum of the Board of Directors.
Section 7. Resignation. The President may resign at any time by giving
written notice to the Board of Directors of the Association. Such
resignation shall take effect at the time specified therein, or, if no
time is specified, at the time of acceptance thereof as determined by the
Board of Directors.
Section 8. Removal. The first President may be removed by the Board of
Directors at any regular or special meeting of the Board at which a quorum
is present, not including the President, whenever in its judgment, the
best interests of the Association would be served thereby, but such
removal will be without prejudice to the contract fight, if any, of the
president, so removed.
Section 9. Immediate Past-President. The Immediate Past President shall
advise and consult with the President and the President-Elect. He or she
shall serve as Chairperson of the Nominations and Elections Committee and
shall perform such other duties as from time to time may be assigned by
the President or the Board of Directors.
Section 10. Secretary/Treasurer. In his or her capacity as Secretary, the
Secretary/Treasurer shall keep the minutes of the meetings of the Board of
Directors in one or more books provided for that purpose; see that all
notices are duly given in accordance with the provisions of these Bylaws
or as required by law; be custodian of the corporate records and of the
seal of the Association and see that the seal of the Association is
affixed to all documents, the execution of which on behalf of the
Association under its seal is duly authorized in accordance with the
provisions of these Bylaws; and in general perform all duties incident to
the office of Secretary and such other duties as from time to time may be
assigned by the President or by the Board of Directors.
In his or her capacity as Treasurer, the Secretary/Treasurer shall have
charge and custody of and be responsible for all funds and securities of
the Association; receive and give receipts for moneys due and payable to
the Association from any source whatsoever, and deposit all such moneys in
the name of the Association in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of
Article IX of these Bylaws; and in general perform all the duties incident
to the office of Treasurer and such other duties as from time to time may
be assigned to him or her by the President or by the Board of Directors.
Section 11. Bonding. if requested by the Board of Directors, any person
entrusted with the handling of funds or valuable property of the
Association shall furnish, at the expense of the Association, a fidelity
bond, approved by the Board of Directors in such sum as the Board shall
prescribe.
Section 12. The Executive Director shall maintain the Division office, to
be Called "Headquarters," and shall conduct all necessary procedures to
assure excellence and quality in services to members of the Division.
ARTICLE VII
COMMITTEES
Section 1. Committees of Directors. The Board of Directors, by resolution
adopted by a majority of the directors in office, may designate and
appoint one or more committees, each consisting of two or more directors,
which committees, to the extent provided in said resolution, shall have
and exercise the authority of the Board of Directors in the management of
the Association; provided, however, that no such committee shall have the
authority of the Board of Directors in reference to amending, altering or
repealing these Bylaws; electing, appointing or removing any member of any
such committee or any director or officer of the Association; amending the
Articles of Incorporation of the Association; adopting a plan of merger or
adopting a plan of consolidation with another corporation; authorizing the
sale, lease, exchange or mortgage of all or substantially all of the
property and assets of the Association; authorizing the voluntary
dissolution of the Association or revoking-proceedings therefore; adopting
a plan for the distribution of the assets of the Association; or amending,
altering or repealing any resolution of the Board of Directors which by
its terms provides that it shall not be amended, altered or repealed by
such committee. The designation and appointment of any such committee and
the delegation thereto of authority shall not operate to relieve the Board
of Directors, or any individual director, of any responsibility imposed
upon the Board or the director by law.
Section 2. Other Committees. The Board of Directors may create and appoint
members to such committees as they shall from time to time deem
appropriate, such committees to have the power and duties designated by
the Board of Directors; provided that no such committee which has members
who are not directors shall have and exercise the authority of the Board
of Directors in the management of the Association.
Section 3. Standing Committees. The Standing Committees of the Association
shall consist of the following:
A. Bylaws Committee. The Bylaws Committee shall review the Bylaws of the
Association and submit suggested changes to the Board of Directors.
B. Membership Committee. The Membership Committee shall promote membership
of the Association and devise a recruitment plan. The Chairperson of the
Membership Committee shall work with the Secretary/Treasurer in recording
membership in the Association.
C. Newsletter Committee. The Newsletter Committee shall be responsible for
producing four newsletters each year to inform the membership of the
activities of the Association.
D. Nominations and Elections Committee. The Nominations and Elections
Committee shall be chaired by the Immediate Past-President and shall issue
a call for nominations from the Membership-at-Large, prepare a ballot to
be sent to all Regular Members in good standing, count ballots and inform
the membership of the results.
Section 4. Term of Office. Each member of a committee shall continue as
such for a term of two years or until a successor is appointed, unless the
committee shall be sooner terminated, or unless such member be removed
from such committee, or unless such member shall cease to qualify as a
member thereof.
Section 5. Vacancies. Vacancies in the membership of committees may be
filled by appointments made in the same manner as provided in the case of
the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the
Board of Directors designating a committee, a majority of the whole
committee shall constitute a quorum and the act of a majority of the
members present at a meeting at which a quorum is present shall be the act
of the committee.
Section 7. Rules. Each committee may adopt rules for its own government
not inconsistent with these Bylaws or with rules adopted by the Board of
Directors.
ARTICLE VIII
CHAPTERS
Section 1. Formation of Chapters. The Board of Directors shall have the
power to charter local or regional Chapters of the Association. Chapters
shall consist of a least ten members in good standing in the Association.
A petition to establish a Chapter shall be submitted to the President of
the Association who shall submit it to the Board of Directors for
consideration. A petition shall include the names and signatures of the
proposed Chapter members and officers and a copy of the Chapter's Bylaws.
A petition must be approved by a two-thirds vote of the Board of
Directors. No Chapter shall be organized or operated except in accordance
with these Bylaws. The propose of each Chapter shall be in accordance with
those of the Association.
Section 2. Autonomy of Chapters. A Chapter shall be free to conduct its
affairs, including establishing dues amounts, but shall do so only in
compliance with these Bylaws. All elected officers of a Chapter shall be
members of the Association. A Chapter may adopt its own name, upon
approval of the IAMFC Board and identify itself as "A Chapter of the
International Association of Marriage and Family Counselors."
Section 3. Reports. Each Chapter shall transmit to the President of the
Association the names of its members and officers and shall transmit a
written report of the salient activities and plans of the Chapter for the
coming year. Any amendments to the Chapter's Bylaws or other basic
documents of the Chapter shall be reported in writing to the Board of
Directors of the Association at least thirty days prior to the effective
date of their adoption.
Section 4. Involuntary Revocation or Withdrawal of a Chapter.
A. The Board of Directors of the Association shall have the power to
revoke the charter of a Chapter when it is deemed in the best interest of
the Association to do so. A notice of intent to revoke must first be
passed by the vote of two-thirds of the Board of Director and the Chapter
must be informed at least nine months prior to the proposed revocation, to
allow the Chapter to take remedial measure or otherwise bring itself into
compliance with the Bylaws of the Association. A two-thirds vote of the
Board of Directors shall be necessary to revoke the charter of a Chapter.
B. A Chapter may voluntarily withdraw from the Association. The Chapter
shall inform the Association at least nine months prior to the date of
withdrawal. A vote of two-thirds of a Chapter's members shall be necessary
in order for a Chapter to withdraw from the Association. Any funds
received from the Association for the remainder of the financial year
shall be returned to the Association.
ARTICLE IX
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents of the Association, in addition to the offices
so authorized by these Bylaws, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Association,
and such authority may be general or confined to specific instances.
Section 2. Checks. Drafts etc. All checks, drafts or orders for the
payment of money, notes or other evidences of indebtedness issued in the
name of the Association, shall be signed by such officer or officers,
agent or agents of the Association and in such manner as shall from time
to time be determined by resolution of the Board of Directors. In the
absence of such determination by the Board of Directors, such instruments
shall be signed by the Secretary Treasurer or an Assistant Treasurer and
countersigned by the President or a vice President of the Association.
Section 3. Deposits. All funds of the Association shall be deposited from
time to time to the credit of the Association in such banks, trust
companies or other depositaries as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the
Association any contribution, gift, bequest, or devise for the general
purposes or for any special purpose of the Association.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Association shall commence
on July 1 and terminate on June 30 of the following year, except that the
first year of the Association shall commence on September 20, 1989.
Section 2. Notice. Whenever under the provisions of these Bylaws, the
Articles of Incorporation of the Association or statute, notice is
required to be given to a director, member, committee member, or officer,
such notice shall be given in writing, by first class, certified, or
registered mail or by express delivery service, with postage or express
delivery charges thereon prepaid, to such person at his or her address as
it appears on the records of the Association. Such notice shall be deemed
to have been given when deposited in the United States mail or delivered
to the express delivery service. Notice may also be given by telegram,
telex, or telephone, and will be deemed given when received, if followed
by a writing mailed on the same day or the next day.
Section 3. Seal. The Association need not adopt an official seal, but may,
upon appropriate action taken by the Board of Directors do so. if one is
adopted, the official seal of the Association shall have inscribed thereon
the name of the Association and-shall be in such form and contain such
other words and/or figures as the Board of Directors shall determine. The
official seal may be used by printing, engraving, lithographing, stamping
or otherwise making, placing, or affixing or causing to be printed,
engraved, lithographed, stamped, or otherwise made, placed, or affixed
upon any paper or document, by any process whatsoever, an impression,
facsimile, or other reproduction of said official seal.
Section 4. Books and Records. The Association shall keep correct and
complete books and records of account and shall also keep minutes of the
proceedings of its Board of Directors and committees having any of the
authority of the Board of Directors, and shall keep at its registered or
principal office a record giving the names and addresses of the members of
its Board of rectors.
ARTICLE XI
INDEMNFFICATION
The Association shall indemnify each member of the Board of Directors, as
described in Article V hereof, and each of its officers, as described in
Article VI hereof, for the defense of civil or criminal actions or
proceedings as hereinafter provided and notwithstanding any provision in
these Bylaws, in a manner an to the extent permitted by applicable law.
The Association shall indemnify each of its directors and officers, as
aforesaid, from and against any and all judgments, fines, amounts paid in
settlement, and reasonable expenses including attorneys' fees, actually
and necessarily included or imposed as a result of such action or
proceeding or any appeal
therein, imposed upon or asserted against him or her by reason of being or
having been such a director or officer and acting within the scope of his
or her official duties, but only when the determination shall have been
made judicially or in the manner herein provided that he or she acted in
good faith for a purpose which he or she reasonable believed to be in the
best interests of the Association and, in the case of a criminal action or
proceeding, in addition, had no reasonable cause to believe that his or
her conduct was unlawful. A non-judicial determination that the director
or officer has met the foregoing applicable standard of conduct shall be
made (1) by the Board of Directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding; (2) if a quorum
cannot be obtained under (1), by majority vote of a committee duly
designated by the Board of Directors (in which designation, directors who
are parties may participate), consisting solely of two or more directors
not at the time parties to the proceeding; (3) by special legal counsel
selected by the Board of Directors or its committee in the manner
prescribed in (1) or (2); or (4) by special legal counsel if a quorum of
the Board of Directors cannot be obtained under (1) and a committee cannot
be designated under (2), selected by majority vote of the full Board of
Directors, in which selection, directors who are parties may participate.
Every reference herein to a member of the Board of Directors or officer of
the Association shall include every director and officer thereof and
former director and officer thereof. This indemnification shall apply to
all the judgments, fines, amounts in settlement, and reasonable expenses
described above whenever arising, allowable as above-stated. The right of
indemnification herein provided shall be in addition to any and all rights
to which any director or officer of the Association might otherwise be
entitled and provisions hereof shall neither impair nor adversely affect
such rights.
ARTICLE XII
LIMITATION ON ACTIVITIES
The Association is organized and operated exclusively for charitable and
educational purposes within the meaning of sections 170(c)(2)(B),
501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code.
Notwithstanding any other provision herein, the Association shall not
carry on any activities not permitted to be carried on:
A. by an organization exempt from federal income taxation under section
501(a) of the Internal Revenue Code, as an organization described in
section 501(c)(3) of such Code; and/or
B. by an organization, contributions to which are deductible under section
170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code.
The Association shall use its funds only to accomplish the objectives and
purposes specified in these Bylaws, and 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 individuals, or other organizations
organized and operating for profit, except that the Association is
authorized and empowered to pay reasonable compensation for services
rendered.
ARTICLE XIII
DISSOLUTION
On dissolution or final liquidation, the Board of Directors shall, after
paying or making provision for the payment of all the lawful debts and
liabilities of the Association, distribute all the assets of the
Association to one or more of the following categories of recipients as
the Board of Directors of the Association shall determine:
A. a nonprofit organization or organizations which may have been created
to succeed the Association, as long as such organization or each of such
organizations shall then qualify as a governmental unit under section
170(c) of the Internal Revenue Code or as an organization exempt from
federal income taxation under section 501(a) of such Code as an
organization described in sections 170(c)(2) and 501(c)(3) of such Code;
and/or
B. a nonprofit organization or organizations having similar aims and
objects as the Association and which may be selected as an appropriate
recipient of such assets, as long as such organization or each of such
organizations shall then qualify as a governmental unit under section
170(c) of the Internal Revenue Code or as an organization exempt from
federal income taxation under section 501(a) of such Code as an
organization described in sections 170(c)(2) and 501(c)(3) of such Code.
ARTICLE XIV
INTERNAL REVENUE CODE
References herein to sections of the Internal Revenue Code are to
provisions of the Internal Revenue Code are to provisions of the Internal
Revenue Code of 1986, as amended, as those provisions are now enacted or
to corresponding provisions of any future United States internal revenue
law.
ARTICLE XV
NONDISCRIMINATION
The Association shall not discriminate against any individual on the basis
of ethnic group, color, creed, sex, affection or sexual orientation, age,
and/or handicapping condition.
ARTICLE XVI
RULES OF ORDER
Robert's Rules of Order, as revised and from time to time amended, shall
govern the proceedings of all bodies of the Association, except where
otherwise specified by law, the Articles of Incorporation of the
Association, or these Bylaws.
ARTICLE XVII
AMENDMENTS TO BYLAWS
These Bylaws may be amended or repealed or new Bylaws adopted upon a
two-thirds vote of the Board of Directors at any regular or special
meeting of the Board and by a majority vote of the general membership
preset at the annual meeting; or by a two-thirds vote of the Board of
Directors and by a majority vote sent to the full membership by special
mail ballot. An amendment shall be effective immediately after adoption
unless a later effective date is specifically adopted at the time the
amendment is enacted.
