Bylaws notice.
NOTICE TO ASAE MEMBERSPursuant to Article XVI of the ASAE Bylaws, ASAE is amending its Bylaws to comply with certain agreements made in 2004 with the Greater Washington Society of Association Leadership and The Center for Association Leadership and to correct grammatical and typographical errors. The substantive amendments are summarized here. The full revised Bylaws, as approved by the Board of Directors, are also set forth.
Article II, Section 4: The amendment deletes the words "personal and" prior to the word "professional" and adds the word "philanthropic" before the word "associations."
Article III, Section 2: The amendment changes the word "consulting" to "consultants."
Article III, Section 3: The amendment deletes the phrase "other than the Leadership and Executive Committees."
Article VIII, Section 1: The amendment clarifies that appointments to joint committees are made jointly by the Chairman of the Board of ASAE and the Chairman of the Board of The Center for Association Leadership.
Article VIII, Section 2: The amendment deletes the language granting the power to make appointments to joint committees to the Chairman-Elect.
Article X, Section 2: The amendment adds the Chair of the Center to the Executive Committee.
Article XI, Sections 1 and 2: The amendments create the joint Leadership, Finance, Audit, and Planning committees and designate the Chairmen of the Leadership and Finance committees.
Any amendments to Articles I through Article IV require a membership vote. Separate notice to approve those amendments will be given to members. The amendments to the rest of the Bylaws are effective 60 days after this notice is published.
BYLAWS
Article I
NAME AND LOCATION
SECTION 1. The name of this organization shall be the AMERICAN SOCIETY OF ASSOCIATION EXECUTIVES (ASAE), a nonprofit corporation incorporated in the District of Columbia.
SECTION 2. Offices of the Society shall be located in the District of Columbia and/or in such other localities as may be determined by the Board of Directors.
Article II
OBJECTIVES
The objectives of this Society shall be (excerpted from the Articles of Incorporation):
(1) To promote the arts and sciences of association management and educate members and the public in the advancement, improvement, and uses of voluntary associations.
(2) To provide opportunity for the exchange of experiences and opinions through discussion, study, and publications.
(3) To conduct competitions and make awards for outstanding management ability and for association services to business, professions, government, and the public.
(4) To develop and encourage the practice of high standards of professional conduct among executives serving trade, technical, business, professional, and philanthropic associations.
(5) To conduct and cooperate in courses of study for the benefit of persons desiring to fit themselves for executive and administrative functions in the association management field and to hold meetings and conferences for the mutual improvement and education of members.
(6) To acquire, preserve, and disseminate data and valuable information relative to the functions and accomplishments of voluntary associations.
(7) To cooperate with local, regional, and counterpart groups of association executives in the common endeavor to advance association management as a profession.
(8) To promote the purpose and effectiveness of voluntary trade, technical, business, educational, and professional associations by any and all means consistent with the public interest.
Subject to prior approval of the Board of Directors or Executive Committee, the Society may take a position and express an opinion on issues directly and generally affecting voluntary associations.
Article III
MEMBERSHIP
SECTION 1. Qualification: Membership in this Society shall be composed primarily of full-time staff personnel engaged in the management of trade, professional, technical, educational, philanthropic, or similar type organizations who agree to comply with the Society's Standards of Conduct.
SECTION 2. Regular Membership: Regular Membership with voting rights shall be limited to full-time staff personnel devoting 50 percent or more of their working time to the management of voluntary trade, professional, educational, philanthropic, technical, or similar type organizations that have either members or donors or both or to members who meet the criteria for Life Membership but who are consultants to associations on a part-time basis. The requirement that the organization be voluntary shall not exclude representatives of such organizations as an integrated state bar association or other professional society with a licensing function; however, it is not intended to include such organizations as cooperative buying or selling groups or strictly political or labor groups.
SECTION 3. Associate Membership: Associate Membership with voting rights shall be available to any person representing a firm or corporation engaged in selling products or services to members of ASAE; persons employed by governmental agencies and educational institutions; individuals in salaried positions working less than 50 percent in association duties; lawyers, certified public accountants, and other members of learned professions who provide services to associations; individuals formerly holding Regular Membership who no longer qualify for such membership. Policies governing the participation of Associate Members shall be determined by the Board of Directors. An Associate Member may serve as a voting member of the Board of Directors if nominated and elected. Associate Members may serve on committees.
SECTION 4. Life and Honorary Membership: Life and Honorary Membership without voting rights may be conferred upon members of the Society at such time and under such terms as the Board of Directors shall determine.
SECTION 5. Removal: Members of any classification may be removed for cause from membership by a two-thirds affirmative vote of the Board of Directors present at any meeting. For any cause other than nonpayment of dues, a vote for removal shall occur only after the member complained against has been advised of the complaint so lodged and has been given reasonable opportunity for defense; and such member, if removed, may appeal from the decision of the Board to the Annual Meeting of the Society, providing that notice of intent to appeal is provided to the President and CEO at least thirty (30) days in advance of the meeting. Only those charges brought by a member's employing association or by a voting ASAE member will be considered.
SECTION 6. Reinstatement: A former member desiring a continuous member record may be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying current year's dues.
SECTION 7. Resignation: Any member may resign by filing a written resignation with the President and CEO, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, or other charges theretofore accrued and unpaid.
Article IV
ORGANIZATION STRUCTURE
SECTION 1. Organization: To achieve the objectives of ASAE, the Board of Directors may at its discretion establish organizational units such as boards, councils, or divisions to serve special interests of the association management profession, including sections to provide educational opportunities in specialty areas of association management. The Board of Directors shall exercise authority over policies, services, programs, and budgets of all organizational units, including qualification for membership, unless these are otherwise stated in these Bylaws.
SECTION 2. Allied Organizations: For the mutual benefit of all, for the advancement of association management, and in order to further the objectives of ASAE, the Board of Directors may establish relationships with groups of association executives that are formed on a local, regional (sub-state or multi-state), or state basis, and with those that are formed on a counterpart or affinity basis. The Board of Directors may establish such terms and conditions for relating to recognized societies and groups as it considers desirable.
Article V
DUES
SECTION 1. Establishment of Dues: Dues and admission fees, if any, for all classes of membership shall be established by the Board of Directors.
SECTION 2. Delinquency and Cancellation: Any member of the Society who shall be delinquent in dues for a period of sixty (60) days from the time dues become due shall be notified of such delinquency and suspended from further services. If payment of dues is not made within the next succeeding thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the Executive Committee.
SECTION 3. Waiver of Dues: An unemployed Regular Member who is actively seeking employment as an association executive and who is not working as a paid consultant to an association may have dues waived while continuing to hold the same membership for up to two years past the current membership year for which dues have been paid.
SECTION 4. Refunds: Prorated dues shall be refunded to any member who requests termination of membership.
Article VI
MEETINGS OF MEMBERS AND VOTING
SECTION 1. Annual Meeting: The Annual Meeting of the Society for installation of Officers and Directors and other such matters shall be held at such place and on such dates as may be determined by the Board of Directors.
SECTION 2. Special Meetings: Special meetings of the Society may be called by the Board of Directors at any time, or shall be called by the Chairman of the Board upon receipt of a written request by 2-1/2 percent of the Regular Members and Associate Members, within thirty (30) days after the filing of such a request with the President and CEO. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.
SECTION 3. Notice of Meetings: Written notice of any business meeting of the Society at which official Society business is to be transacted shall be mailed to the last known address of each member not less than 10 nor more than 40 days before the date of the meeting.
SECTION 4. Voting: At all business meetings of the Society each Regular Member and each Associate Member shall have one (1) vote and may take part and vote in person only. Unless otherwise specifically provided by these Bylaws, a majority vote of those Regular Members and Associate Members present and voting shall govern.
SECTION 5. Voting by Mail: Proposals to be offered to the members for a mail vote, excepting election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by 2-1/2 percent of all Regular Members and Associate Members in which case Board approval shall not be necessary. On any mail vote, a majority of those voting shall determine the action.
SECTION 6. Quorum of Members: At an annual or special meetings of members, a quorum shall consist of no less than 2-1/2 percent of the Regular Members and Associate Members. All actions taken by said members shall be implemented by the Board of Directors.
SECTION 7. Cancellation of Meetings: The Board of Directors may cancel any Annual Meeting for cause.
Article VII
OFFICERS
SECTION 1. Elected Officers: The elected officers of ASAE shall be a Chair man of the Board, a Chairman-Elect, four (4) Vice Chairmen, and a Secretary-Treasurer. All officers are elected by the membership of the Society and serve until their successors have been duly elected and assume office. The Chairman-Elect shall automatically succeed to the Chairmanship.
SECTION 2. Qualifications of Office: Any Regular Member in good standing shall be eligible for nomination and election to any elective office of this Society, provided the member shall have served at least one (1) year as a member of the Board of Directors at any time prior to an elective term of office.
SECTION 3. Nomination and Election of Officers: In accordance with the procedure specified in Article XI, Section 1, the joint Leadership Committee shall prepare and submit to the members a nomination for Chairman-Elect, four (4) Vice Chairmen, and a Secretary-Treasurer of the Society. Any person so nominated shall have given prior consent to nomination and election as an officer.
SECTION 4. Term of Office: Each elected officer shall take office immediately upon installation and shall serve for a term of one (1) year or until a successor is duly elected and qualified. Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.
SECTION 5. Re-Election: No elected officer who has served one (1) full term, excepting the Secretary-Treasurer and Vice Chairmen, shall be eligible for re-election to the same office, until at least one (1) year has elapsed. The Secretary-Treasurer and Vice Chairmen may not serve more than two (2) consecutive terms.
SECTION 6. Vacancies-Removal: Vacancies in any elective office may be filled for the balance of the term thereof by the Board of Directors upon recommendation of the joint Leadership Committee. The Board of Directors, by two-thirds vote of all of its members, may remove any officer from office for cause.
Article VIII
DUTIES OF OFFICERS
SECTION 1. Chairman of the Board: The Chairman of the Board shall be the chief elected officer of the Society and serve as Chairman of both the Board of Directors and the Executive Committee. The Chairman shall also serve as an ex-officio member of all committees except the joint Leadership Committee and shall make all required appointments of standing and special committees and trustees except with respect to appointments to the joint committees, which will be appointed jointly by the Chairman and the Chair of The Center for Association Leadership (the "Center"). At the Annual Meeting of the Society and at such other times as deemed proper, the Chairman of the Board shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Society. The Chairman shall perform such other duties as are necessarily incident of the office of Chairman of the Board or as may be prescribed by the Board of Directors.
SECTION 2. Chairman-Elect: The Chairman-Elect shall succeed to the Chairmanship. The Chairman-Elect shall perform such duties as are delegated (or assigned) by the Chairman of the Board or the Board of Directors and shall perform the duties of the Chairman of the Board in the event that individual is unable to serve.
SECTION 3. Vice Chairmen: There shall be four (4) Vice Chairmen, who shall be responsible for such duties as are individually assigned to them by the Chairman of the Board.
SECTION 4. Secretary-Treasurer: The Secretary-Treasurer shall oversee the Society's funds and records; the collection of members' dues and/or assignments; the establishment of proper accounting procedures for the handling of the Society's funds; the performance of an annual audit by a certified public accountant; and, further, shall report on the financial condition of the Society at all meetings of the Board of Directors and at other times as called upon by the Chairman of the Board. The Secretary-Treasurer shall oversee the proper recording of proceedings of meetings of the Society and the Board of Directors and shall ensure that accurate records are kept of all members.
Such duties of the Secretary-Treasurer as may be specified by the Board of Directors may be delegated to the President and CEO.
Article IX
BOARD OF DIRECTORS
SECTION 1. Authority and Responsibility: The governing body of this Society shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of the Society, its committees, and its publications; shall determine its policies or changes therein; shall actively prosecute these objectives, establish the financial policies of the Society, be accountable for Society assets; and shall be responsible for the interpretation of these bylaws. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee.
SECTION 2. The Board of Directors: The Board shall consist of the officers of the Society (named in Article VII); the Immediate Past Chairman; twenty-four (24) Directors-at-Large elected from the Regular Membership; three (3) directors elected from the Associate Membership; the Chair and Chair-Elect of the Center; the Chairman of ASAE Services, Inc.; and two (2) ex-officio members, without the right to vote, who shall be the President and CEO of the Society and the President and CEO of the Center/Executive Vice President of ASAE.
SECTION 3. Term of Office and Manner of Election: Directors-at-Large and Directors elected from the Associate Membership shall serve terms of three (3) years. The officers of the Society, the Immediate Past Chairman, the Chair and Chair-Elect of the Center, and the Chairman of ASAE Services, Inc. shall serve one (1) year terms. Directors-at-Large shall be elected in accordance with the provisions of Article XI, Section 1.
SECTION 4. Re-Election: No member of the Board of Directors who has served a full three (3) year term shall be eligible for re-election until at least one (1) year has elapsed, with the exception of those Board members being elected to officer positions.
SECTION 5. Nominations: The joint Leadership Committee, acting in accordance with Article XI, Section 1, shall present one nominee for each seat on the Board that is vacant or is about to expire.
SECTION 6. Quorum of the Board: At any meeting of the Board of Directors, a majority of the voting members of the Board shall constitute a quorum for the transaction of the business of the Society, and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting.
SECTION 7. Meetings of the Board: A regular meeting of the Board of Directors shall be held no less than three (3) times each administrative year at such time and such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors not less than thirty (30) days before the meeting is held. Special meetings of the Board may be called by the Chairman of the Board or at the request of eleven (11) Directors, by notice mailed, delivered, telephoned, or telegraphed to each member of the Board of Directors, not less than 72 hours before the meeting is held.
SECTION 8. Voting: Voting rights of a Director shall not be delegated to another nor exercised by proxy.
SECTION 9. Voting by Mail: Action taken by a mail ballot of the members of the Board of Directors shall be a valid action of the Board and shall be reported at the next regular meeting of such Board.
SECTION 10. Absence: Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these Bylaws; however, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.
SECTION 11. Vacancies and Removal: Any vacancy occurring on the Board of Directors between annual meetings shall be filled by the Board of Directors upon recommendation of the joint Leadership Committee. A director so elected to fill a vacancy shall serve the unexpired term of his or her predecessor. The Board of Directors may remove any Director for cause by an affirmative two-thirds vote of the Board present at any regular or special meeting.
SECTION 12. Compensation: Directors and elected officers shall not receive any compensation for their services.
SECTION 13. Indemnification: Every Director, Officer, and employee of the Society and such others as specified from time to time by the Executive Committee, shall be indemnified by the Society against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Officer, or employee of the Society, or any settlement thereof, whether the person is a Director, Officer, or employee at the time such expenses are incurred, except in such cause wherein the Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
Article X
EXECUTIVE COMMITTEE
SECTION 1. Authority and Responsibility: The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws. The Committee shall oversee the financial affairs of the Society. Actions of the Executive Committee shall be reported to the Board by mail or at the next board meeting.
SECTION 2. Composition and Election: The Executive Committee shall consist of the Chairman of the Board, the Chairman-Elect, the four (4) Vice Chairmen, the Secretary-Treasurer, the Immediate Past Chairman of the Board, the Chair of the Center, and the President and CEO, who shall serve without vote.
SECTION 3. Quorum-Call of Meetings: A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The Chairman of the Board shall call such meetings of the Executive Committee as the business of the Society may require, or a meeting shall be called by the President and CEO on request of three (3) members of the Executive Committee.
SECTION 4. Vacancies: Any vacancy occurring on the Executive Committee will be filled in the manner as provided in Article VII, Section 6.
Article XI
SPECIAL AND STANDING COMMITTEES
SECTION 1. Joint Leadership Committee: The Chairman of the Board of ASAE and the Chair of the Board of the Center shall jointly appoint, with the approval of both Boards of Directors, representatives to a joint Leadership Committee serving both the Society and the Center. The Immediate Past Chairman of the Society and the Immediate Past Chair of the Center will each serve as Chairman of the joint Leadership Committee in alternating years. At least one (1) member of the joint Leadership Committee shall be reappointed to the following year's joint Leadership Committee to ensure continuity. The joint Leadership Committee shall nominate a candidate to the Board whenever a vacancy occurs in the elected officer or Board of Directors with said candidate to be elected by a majority vote of the remaining members of the Board. The joint Leadership Committee shall nominate a candidate for each position of elected officers for the ensuing year and for the new Board of Directors and shall notify, in writing, the membership of its choice not less than sixty (60) days before the Annual Meeting. No member of the joint Leadership Committee is eligible to be nominated for any position. Thirty (30) days shall be allowed for nominations from the membership. Except for the office of Chairman of the Board, which is automatically filled in accordance with Article VII, Section I of these Bylaws, any member nominated by petition of 2-1/2 percent of the voting membership shall be placed on the ballot. The ballot shall indicate those nominees recommended by the joint Leadership Committee and those recommended by petition. The joint Leadership Committee will conduct an election by mail ballot in which each Regular Member and each Associate Member will have one (1) vote to cast for each officer position and each directorship position to be elected. Candidates receiving the highest number of votes for each office shall be declared elected. If, however, no nominations are made by petition, the Secretary-Treasurer shall cast a unanimous ballot for the candidates of the joint Leadership Committee and no mail ballot will be required. Results of the election shall be announced no later than the next Annual Meeting. Members may not raise any matter at an Annual Meeting unless they have given specifics of the proposal to the Chairman of the Board no less than thirty (30) days prior to the meeting. The joint Leadership Committee shall also have responsibility of overseeing Board member orientation and self-assessment.
SECTION 2. Other Joint Committees: There shall also be a joint Finance Committee, joint Audit Committee and joint Planning Committee serving both the Society and the Center. The Chairman of the Society and the Chair of the Center jointly appoint representatives to those joint committees. The Secretary-Treasurer of the Society and the Secretary-Treasurer of he Center will serve as Chairman of the joint Finance Committee in alternating years.
SECTION 3. Creation and Dissolution of Committees: The Chairman of the Board shall monitor actions of the committees, councils, and task forces of the Society and shall recommend to the Board of Directors on a regular basis the creation, dissolution, and consolidation of these bodies.
Article XII
EXECUTIVE AND STAFF
SECTION 1. Appointment: The Board shall employ a salaried chief executive who shall have the title of President and Chief Executive Officer and whose term and conditions of initial employment shall be specified by the Board. The Executive Committee is delegated the authority to determine the ongoing compensation and other financial arrangements of the President and CEO. Such data will be reported to the Board of Directors.
SECTION 2. Authority and Responsibility: The President, as Chief Executive Officer, shall manage and direct all activities of the Society subject to the policies of the Board of Directors and through the office of the Chairman of the Board. The President and CEO shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Society and fix their compensation within the approved budget. The President and CEO shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Society. The President and CEO shall serve without vote as an ex-officio member of the Executive Committee and Board of Directors.
Article XIII
FINANCE
SECTION 1. Fiscal Period: The fiscal period of the Society shall be prescribed by the Executive Committee with the approval of the Board of Directors.
SECTION 2. Bonding: Trust or surety bonds shall be furnished for the Chairman of the Board, Secretary-Treasurer, and such other officers or employees of the Society as the Board shall direct. The amount of such bonds shall be determined by the Board and the cost paid by the Society.
SECTION 3. Budget: With recommendations of the Executive Committee, the Board shall adopt an annual operating budget covering all activities of the Society. Within ninety (90) days following completion of the audit, the Secretary-Treasurer shall furnish the membership with a financial report for the fiscal year just concluded.
SECTION 4. Accounting: The accounts of the Society shall be audited not less than annually by a certified public accountant who shall be recommended by the President and CEO with the approval of the Board and who shall provide a report to the Board of Directors.
Article XIV
DISSOLUTION
SECTION 1. The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Society. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be elected by the Board of Directors.
Article XV
RULES OF ORDER
SECTION 1. The rules contained in the current edition of Robert's Rules of Order shall govern the conduct of meetings of the Society in all causes to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Society may adopt.
Article XVI
AMENDMENTS
SECTION 1. Proposing: Amendments to or a repeal of the Bylaws may be proposed by the Board of Directors on its own initiative or upon petition by 2-1/2 percent of the voting membership. The Board of Directors shall present all such proposals to the voting membership with or without endorse ment.
SECTION 2. Approval: Amendments to or a repeal of the Bylaws shall be approved by: a two-thirds affirmative vote of the Regular Members and Associate Members present and voting at any Annual Meeting or special meeting of the Society, duly called, provided written notice of proposed changes have been sent to the Regular Members and Associate Members thirty (30) days before such meeting, or by majority vote of the Regular Members and Associate Members voting by a thirty (30) day mail ballot.
SECTION 3. Amendment: Amendments to Article I -- Name and Location, Article II -- Objectives, Article III -- Membership, and Article IV -- Organization Structure require membership vote as described in Article XVI, See tion 2. All other amendments to the Bylaws may be made by the Board of Directors provided sixty (60) days prior notice is included in a publication of the Society, including but not limited to, ASSOCIATION MANAGEMENT magazine.
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| Publication: | Association Management |
|---|---|
| Geographic Code: | 1USA |
| Date: | Jun 1, 2005 |
| Words: | 4823 |
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