Section 1. National Headquarters and Staff
Section 2. Membership
Section 3. Expulsion from Membership
Section 4. Dues
Section 5. Non-Payment of Dues
Section 6. Election Schedule, Procedure, and Requirements
Section 7. Meetings
Section 8. Standing Committees
Section 9. Special Committees
Section 10. Divisions
Section 11. Public Positions by Association Entities
Section 12. Assets of Inactive Professional Chapters
Section 13. Fiscal Year
Section 14. Amendments to the Constitution and the Bylaws
Section 15. Robert’s Rules of Order
Section 16. Definitions

1. National Headquarters and Staff

A. National Headquarters. The Federal Bar Association shall maintain a National Headquarters at a location to be selected by the Board of Directors. The National Headquarters shall be the repository for the books, records, and reports of the Association and its Officers, Board of Directors, National Council, Divisions, Standing Committees, Sections, and Professional Chapters. Such papers shall be open to inspection by any member upon reasonable application to the Association. Additionally, a roster of the members and associates in good standing, together with listings of the membership of the Divisions, Standing Committees, Sections, and Professional Chapters of the Association shall be maintained at the National Headquarters. All communications with the Association shall be addressed to the Federal Bar Association at its National Headquarters.

B. Executive Director.
The Board of Directors shall employ an Executive Director whose title, terms, and conditions of employment shall be specified by the Board of Directors. The Executive Director shall manage and direct all staff activities of the Association as prescribed by the Board of Directors. The Executive Director shall employ and may terminate the employment of members of the necessary support staff and may fix such employees’ compensation within the approved budget and guidelines set by the Board of Directors. The Executive Director shall define the duties of the staff, establish their titles, and supervise their performance, and delegate responsibilities of management as appropriate. The Executive Director shall be responsible for maintaining the books, records, reports and roster of the Association, as noted in Bylaw 1.A.

2. Membership

A. Applications. Application to become a member or an associate of the Association shall be by a form approved by the Membership Committee and shall be accompanied by dues payment.

B. Approval. The Association’s Executive Director shall process applications at the Association’s National Headquarters for review and approval. The Executive Director may refer any application for review and approval to the Membership Committee.

C. Honorary Membership.

1. Federal Judges. An offer of honorary membership to a judge under Article IV, Section 2.c, of the Constitution may be made by any Professional Chapter, Section, or Division, or by the National Office.

2. Other. A Professional Chapter may propose any other person for receipt of an honorary membership in accordance with Article IV, Section 2b of the Constitution, which proposal shall be submitted in advance to the Association at the National Headquarters for approval. Upon approval, the Professional Chapter may extend honorary membership to the person(s) so approved.

D. Secondary Professional Chapter Association. Although each member is assigned to one primary Professional Chapter based upon geographic location or request, such assignment does not preclude association, attendance or inclusion in the events or activities of any other chapter (subject to any applicable dues, fees, or other prerequisites imposed by such other chapter(s)).

3. Expulsion from Membership

A. Cause. As provided in Article IV, Section 4, of the Constitution, the Board of Directors may expel any member of the Association for good cause. “Good cause” includes, but is not limited to, disbarment or suspension from the practice of law by (or resignation with disciplinary proceedings pending before) any State, Federal court or tribal court of record, or knowingly engaging in: (1) conduct designed to overthrow the constitutional form of government in the United States by force or violence, or assisting another in such conduct; (2) conduct that is materially prejudicial to the interests of the Association or that brings discredit to the Association; (3) a pattern of abusive, discriminatory, or harassing behavior towards Association members or staff; (4) conduct that is in violation of the Constitution of the Association or these Bylaws; or (5) other conduct that is inconsistent with expected standards of professionalism.

B. Charge and Response. A charge for expulsion may be brought by any professional member of the Association. The charge shall be in writing and signed by the charging party, and shall describe in detail the act or acts in question and why such act or acts justify expulsion. The charge shall be filed with the Association and shall be referred immediately to the Board of Directors. The Association shall give actual notice to the respondent of the charge and of the right to respond to the charge in writing and in person before the Board of Directors. If a member of the Board of Directors brought the charge against the respondent or is the respondent, that person shall not participate in the Board of Directors’ consideration or in its vote.

C. Board of Directors Action. At the next meeting of the Board of Directors that allows at least ten days’ notice to the respondent, the Board shall consider the charge for expulsion. The Board initially shall consider whether the charge sets forth factual assertions that would constitute reasonable grounds for expulsion, and shall determine by a majority vote whether to dismiss the charge or to pursue the charge as provided in this Bylaw. If the Board of Directors pursues the charge, it shall consider the respondent’s written response, if any. If the respondent has requested an appearance before the Board, the Board shall grant the respondent a reasonable opportunity to be heard. After fully considering the charge and any response, the Board shall determine by a majority vote whether to expel the respondent or to dismiss the charge. The Association immediately shall notify the respondent of the Board’s action and of the respondent’s right to appeal any decision to expel.

D. Appeal. If the Board of Directors expels the respondent from the Association, the respondent may appeal that decision to the Association within 60 days from notice thereof by the Association. To appeal, the respondent shall send the Association at the National Headquarters a letter so indicating and may send a written statement for consideration by the Association and a notice of intent to appear before the Association. The appeal will be considered by the National Council at the next regular meeting or at a special meeting called for that purpose. The Association shall give actual notice to the respondent of the time and place of that meeting. The decision of the Board of Directors shall be affirmed unless overruled by a majority of those members of the National Council present and eligible to vote.

E. Reinstatement. The Board may reinstate an expelled member in its sole discretion pursuant to a petition for reinstatement or on the Board’s own initiative. An expelled member may submit a written petition for reinstatement to the Board of Directors no sooner than two years after the effective date of the expulsion. If the Board denies the expelled member’s petition, the expelled member may not file another petition for at least one year. The expelled member may file up to three petitions for reinstatement.

4. Dues

A. Amount of Dues.Except honorary members, each member and associate of the Association shall pay annual dues to the Association. Twenty percent (20%) of each professional member’s annual dues (not including sustaining dues), rounded upward to the next one-half dollar, shall be rebated to the Professional Chapter that serves the location of the member’s mailing address. If a member designates a different Professional Chapter as the member’s primary Professional Chapter, such different Professional Chapter shall receive such rebate. Provided further, if a member opts to affiliate with no Professional Chapter, no rebate shall be paid to any Professional Chapter. Annual dues for members and associates of the Association shall be established by the Board of Directors.

B. Dues Payment. The payment schedule for annual dues for members and associates shall be established by the Board of Directors, in the amounts set pursuant to other provisions of these Bylaws. Dues payments shall be collected and recorded by the Association at the National Headquarters; the Professional Chapter rebates portion of dues shall be transmitted to the respective Professional Chapters.

C. Dues Adjustments.Dues for each category of membership, as well as for associates, shall be adjusted by the change in the Consumer Price Index over the previous three years as of the prior January 31st, rounded upward to the next dollar, and will be adjusted similarly every three years thereafter. The Board of Directors may further adjust the amount of such annual dues upward or downward to the nearest whole dollar figure ending in a 0 or a 5. In turn, the portion of such dues to be rebated to Professional Chapters shall be adjusted similarly to maintain the percentage level indicated in this Bylaw.

D. Waiver of Dues. A member or associate may request, by a written request to the National Headquarters a waiver of dues for compassionate or exceptional reasons for a period not to exceed one year. The National Headquarters will forward the request to the President-elect for decisions. If the President-elect approves the request, the President-elect will notify the Executive Director, who will notify the Treasurer, the requesting member or associate, and that member’s or associate’s Professional Chapter President of this decision. The member’s or associate’s Professional Chapter will receive no rebate with respect to dues that have been waived.

E. Professional Chapter, Division, and Section Dues. Each Professional Chapter may collect additional Professional Chapter dues from professional members in its discretion, and the Professional Chapter does not need to account for such dues to the National Headquarters. On request of any Professional Chapter, approved by the Executive Director, the Association at the National Headquarters shall collect a Professional Chapter’s dues and remit same to the Professional Chapter. Each Division and Section may charge professional members additional Division or Section dues in its discretion; all Division and Section dues shall be collected by the Association at the National Headquarters.

F. Sustaining Dues. Members of the Association may distinguish themselves by becoming Sustaining Members. Rebates for Sustaining Members are only paid on the amount equal to active dues. The sustaining portion of the sustaining dues is not eligible for a rebate. Sustaining Membership dues shall be set as established by this Bylaw.

G. Purpose of Dues. Annual dues shall be used to pay the general expenses of the Association. All additional dues collected through Sustaining Dues memberships shall be used primarily to support publications and educational programs of the Association.

H. Membership Development and Dues Adjustments. Should a Professional Chapter determine that, as a membership development tool, the waiver or reduction of national dues chargeable within its Professional Chapter for a specific category(ies) of members is justified, that Professional Chapter must submit its proposal to the Board of Directors for approval, for that Professional Chapter only, in writing at least sixty (60) days in advance of the next regularly scheduled Board of Directors meeting. Each proposal must include justification and provide for the Professional Chapter to maintain appropriate membership statistics. The Budget and Finance Committee shall analyze each such proposal and present its analysis and conclusions at least thirty (30) days prior to the next scheduled Board of Directors’ meeting. The prior approval of the Board of Directors must be obtained before the experiment is implemented as a program. Each Professional Chapter which shall obtain approval of such a program shall reimburse the Association for any additional administrative cost related to implementing the program. Each dues experiment program will be limited in duration to no more than three (3) years. Each Professional Chapter with an approved program will submit a written progress report to the Board of Directors annually, so long as the program remains in effect.

5. Non-Payment of Dues

A. Delinquent Member. If annual dues of a member or an associate have not been received by the National Headquarters within 60 days after dues have expired for the prior year, the Association shall notify the member or associate that the dues are in arrears and that the member or associate will be suspended from the Association unless the dues are received within 30 days. The Association also shall notify each Professional Chapter with which the member or associate is affiliated and the Vice President for the Circuit in which such member or associate is located of the delinquency.

B. Persons Not in Good Standing. A person whose annual dues have not been received at the National Headquarters within 90 days after dues have expired for the prior year shall be regarded as not in good standing and shall be suspended from the Association. A person who has been suspended from membership for nonpayment of annual dues may be reinstated at any time by payment of the current annual dues.

C. Members of the Armed Forces During Time of War. Notwithstanding the foregoing, all Association members on active duty in the armed forces of the United States during a war, who do not request to the contrary, shall be exempt from the payment of dues while so serving.

6. Election Schedule, Procedure, and Requirements

A. Nominations by Nominations and Elections Committee and Notice of Election. By February 1 of each year, any member who desires to be considered by the Nominations and Elections Committee (Committee) for any elective office shall submit a completed Application for National Office (Application) to the Committee. The Committee may also seek out or consider other qualified members of the Association for possible nomination. By March 1 of each year, the Committee shall nominate one or more eligible members in good standing for each of the elective offices becoming vacant for the coming term. By March 10, the Committee shall cause to be transmitted to each member in good standing notice of the upcoming annual election and of the offices to be filled therein; of the Committee’s nominations for those offices; and the manner and time by which nominations of candidates may be made by petition as provided in Article V, Section 3.b., of the Constitution and this Bylaw. If an individual who is nominated by the Committee withdraws their candidacy before the election opens, the Committee shall promptly reconvene to slate another individual for the office.

B. Qualifications and Elections of Officers and Directors

1. Qualifications of Officers. To be eligible for election as a National Officer, a person must be a member of the Association in good standing and have served as a voting member of the Association’s Board of Directors for at least two (2) years.

2. Qualifications and Election of Directors. Six members of the Board of Directors shall be elected by members of the Association. To qualify for service as a Director, a member shall meet at least one of the following five criteria:

a. Current or former Circuit Vice President.

b. Current or former Chair of a Section or Division.

c. Current or former Professional Chapter President.

d. Member who, at the time of election, is age 40 or younger or who has engaged in the practice of law for fewer than ten years and has served as a Professional Chapter officer, a national YLD officer or Board member, or as a Professional Chapter leader with YLD responsibilities.

e. Current or former chair of a Standing Committee established by Bylaw 8.A.

A member appointed to serve the remaining period of a term to which another person was elected, at the conclusion of that partial term, may stand for election for a full two-year term. No director shall serve more than two elected full terms (which terms must be non-consecutive) on the Board exclusive of any term based upon service as a National Officer. If a director serves on the Board by virtue of their position as Chair of the Young Lawyers Division, Chair of the Vice Presidents for the Circuits, or Chair of the Sections and Divisions Council (and therefore is not Association-elected), that director may not serve on the Board as an Association-elected member until one year has passed after their ex officio Board service ended. The member’s ex officio term of service shall not be applied against the person’s director term limits should that person seek an Association-elected director position.

3. Vice Presidents for the Circuits.

a. Qualification. To be eligible for election as a Circuit Vice President, a person must have been a member of the FBA in good standing for a minimum of five (5) years and have served or be currently serving as a Professional Chapter President or a Professional Chapter Officer.

b. Leadership. The Vice Presidents for the Circuits shall be led by three Vice Presidents for the Circuits, who serve on a leadership ladder as follows: Secretary, Vice Chair, and Chair. A Circuit Vice President shall serve at least one year before becoming a candidate for Secretary of the Vice Presidents for the Circuits. A Circuit Vice President shall serve no more than one year in each leadership position. In the event of a vacancy in Chair, the Vice Chair shall succeed to Chair. Vacancies in Vice Chair shall not be filled. The Chair shall appoint a Circuit Vice President to fill a vacancy in Secretary, subject to ratification by the Circuit Vice Presidents at their next regularly scheduled meeting. Each year, the Vice Presidents for the Circuits shall elect their Secretary, Vice Chair, and Chair of the Circuit Vice Presidents. The candidate for each position who receives a plurality of the votes counted shall be deemed the winning candidate. If no candidate receives a plurality of the votes counted:

i. In the case of a tie between two (2) candidates, the election shall be resolved by a coin flip in the presence of the tied candidates or their designees by the outgoing Chair of the Circuit Vice Presidents or the outgoing Chair’s designee, which shall resolve the tie. The tosser of the coin shall be designated by the outgoing Chair. The candidate whose last name occurs last alphabetically shall call the coin toss.

C. Nominations Close. Nominating petitions shall be delivered to the Committee at National Headquarters by May 15. Any petitions received thereafter shall be returned to the would-be candidate, indicating that the petition was tardy and the date it was delivered to the Committee. Nominating petitions must include a completed Application.

D. Notice of Election, Ballots and Voting. By June 1, the Committee shall cause a Notice of Election to be sent to each member of the Association in good standing. The notice shall list the names of all nominated candidates and candidates by petition in alphabetical order under each elective office. The notice also shall contain such instructions as necessary for members to cast their votes as prescribed by policy adopted by the Board of Directors. A suspended member who is restored to good standing after the transmittal of the notice and who, prior to the election’s close, delivers to the Committee evidence of good standing, shall thereupon be entitled to vote. In an uncontested election, the Association shall only send the Notice of Election electronically to members. The ballot shall contain the names of all nominated candidates and candidates by petition for each elective office. In an uncontested election, the Association shall conduct an election in a manner in which the Executive Director and Committee, subject to the approval of the President, deem to be the most efficient and cost effective. Completed ballots shall be received by the Chair of the Committee or by such person as designed by the Chair no later than June 15. The Committee shall review and certify the tabulated votes and report as elected the candidate for each office who has received a plurality of the votes cast for that office by the next business day following June 15.

If no candidate for a national office receives a plurality of the votes counted:

a. in the case of a tie between two (2) candidates, the election shall be resolved by a coin flip in the presence of the tied candidates or their designees by the National President or the President’s designee, which shall resolve the tie. The tosser of the coin shall be designated by the President. The candidate whose last name occurs last alphabetically shall call the coin toss;

b. in the case of a tie among more than two candidates; the election shall be resolved by drawing straws by the tied candidates or their designees from the hand of the National President or the President’s designee. The National President or the President’s designee shall prepare the straws and the candidate or designee drawing the longest straw shall win the election.

E. Voting Procedure. Procedures shall be adopted by the Board of Directors to regulate the handling of voting, including the form of notices and ballots, and to prevent abuses of the voting privilege. Elections for the Association, Foundation of the Federal Bar Association, and Federal Bar Building Corporation that require a national vote shall occur via electronic means.

F. Authority of Nominations and Elections Committee. The Committee is responsible for monitoring the overall conduct of the annual election and for ensuring compliance with this Bylaw.

G. Time. In the event that any deadline herein specified is a Saturday, Sunday, or legal federal holiday, the next succeeding business day shall substitute for that specific deadline.

7. Meetings

A. Time of Meetings and Procedures. Meetings of the Board of Directors and the National Council required by Article VI, Section 4.a. and Article VII, Section 2.a., of the Constitution shall be held at such time and place as the Board of Directors may direct. No proxies may be voted at meetings of the Board of Directors, National Council, or other meetings of the Association. Meetings of the Board of Directors, National Council, and of the Association shall be governed by the Constitution of the Association, these Bylaws and such rules as the Board of Directors and National Council may prescribe. Meetings may be held via electronic or virtual means, but no fewer than one in-person National Council meeting shall occur each year (barring extraordinary circumstances). When not inconsistent with such rules, the latest edition of Robert’s Rules of Order shall apply. The President shall appoint a parliamentarian for each meeting of the National Council and the Board of Directors.

B. Notice of Meetings and Agenda. Notice of meetings shall comply with the requirements of the Constitution. An agenda for meetings of the National Council and the Board of Directors shall be included with any notice. Additional agenda items for a meeting of the National Council (except as provided with respect to amendments to the Constitution, which must be addressed only by satisfying the full notice requirements established by the Constitution) may be added by the President or Board of Directors if supplemental notice is provided by mail or electronic transmission no later than ten (10) days before a properly noticed meeting. Upon motion to suspend the notice requirement to address additional business, a two-thirds majority of those present and voting may raise additional issues at a National Council meeting, except that no motion to suspend the notice requirement shall be entertained with respect to amendments to the Constitution.

C. Telephonic Meetings. Upon the decision of the President and appropriate notice, the Board of Directors may convene via telephone, video-conference or other electronic means.

8. Standing Committees

A. Establishment. Under Article VI, Section 5, of the Constitution, the following Standing Committees, Council, and Boards are established:

1. Operational Committees and Council.

a. Audit Committee. The Audit Committee is responsible for securing and reviewing an independent audit. The President shall appoint four (4) Board members and three (3) association members, who will serve for a term of one year. The Board appointees shall not include the President-elect or Treasurer.

b. Budget and Finance Committee. The Budget and Finance Committee is responsible for developing and monitoring the implementation of the budget of the Association. The President shall appoint the President-elect, Treasurer, and three (3) additional members of the Board who will serve a term of one year. The President shall appoint the President-elect as chair.

c. Constitution and Bylaws Committee. The Constitution and Bylaws Committee is responsible for considering and reporting on proposed changes in the Constitution and the Bylaws of the Association prior to presenting such proposals to the Board of Directors and/or the National Council.

d. Government Relations Committee. The Government Relations Committee is responsible for coordinating and advancing the Association’s issues agenda and public policy priorities as adopted by the Board of Directors. The President-elect, the Chair of the Sections and Divisions Council, and the Chair of the Circuit Vice Presidents shall be ex officio members.

e. Membership Committee. The Membership Committee is responsible for developing and implementing the Association’s annual membership recruitment and retention programs.

f. Nominations and Elections Committee. The Nominations and Elections Committee is responsible for administering the procedures applicable to nomination and election of national officers of the Association during the annual election as prescribed in Article V, Section 3, of the Constitution and Bylaw 6. The Committee shall be composed of the following members, who will serve for a term of one year: President, who shall chair the Committee; President-elect; Immediate Past President; two Vice Presidents for the Circuit designated by the President; a Division or Section Chairperson designated by the President-elect; and one Professional Chapter representative designated by the President-elect. To be eligible to serve as a Professional Chapter representative, the member must have attended at least one national meeting before their appointment to the Committee. If a member of the Nominations and Elections Committee becomes a candidate for an elective office, the person shall be deemed to have resigned from the Committee instanter and a substitute member shall be promptly appointed by the person who originally appointed the resigning member. The substitute member shall complete the original term of the resigning member.

g. Sections and Divisions Council. The Sections and Divisions Council as established by the Board of Directors is responsible to coordinate, assist, and supervise the efforts of Sections and Divisions of the Association.

2. Programmatic Committees and Boards.

a. Annual Meeting. The Annual Meeting Committee is responsible for planning and administering the annual meetings of the Association and for recommending to the Board of Directors sites and dates for future annual meetings. The Committee shall be composed of the following members, who will serve for a term of one year: President, President-elect, Treasurer, and two members of the Board of Directors. The Committee will be chaired by the President-elect.

b. Civics, Service, and Outreach. The Civics, Service, and Outreach Committee is responsible for coordinating, implementing, and assisting efforts to serve and support the communities in which members practice. The Committee coordinates civics efforts among FBA entities and members of the federal judiciary and other civics organizations to advance understanding of the rules of law and address national deficiencies in civics education. In addition to civics education, the Committee’s responsibilities may include, but are not limited to, community service; efforts to support the well-being of members, their families, and their communities; and activities pro bono publico.

d. Diversity and Inclusion. The Diversity and Inclusion Committee is responsible for coordinating and advancing the Association’s diversity and inclusion initiatives through implementation of policies or action plans adopted by the Board of Directors. The President‐elect, the Chair of the Sections and Divisions Council, and the Chair of the Circuit Vice Presidents shall be ex officio members.

e. Editorial Board. The Editorial Board is responsible for developing and publishing The Federal Lawyer magazine and may assist with developing content for the Association’s digital communication channels.

f. Professional Development. The Professional Development Committee oversees and coordinates programming designed to enhance the members’ professional knowledge, competence, and skill and develops continuing legal education on recurring topics of interest. The Committee is responsible for providing oversight for national conferences which are not tied to a section or division, including approval of new national programming, and reviewing continuing legal education and other programming content for the annual meeting and convention and the leadership summit. The Committee also encourages professional and ethical practice in the Federal bar through programming that focuses on professionalism, ethics, and wellness. The Committee may also assist and provide consultations and resources to Association entities and members on best programming practices and receive programming suggestions.

B. Committee Composition and Terms of Office. Unless the composition is specified above, standing committees shall consist of at least nine members, at least six of whom are from different Circuits. The President shall appoint, subject to approval by the Board of Directors, members of the standing committees, a member as chair, and, in consultation with the President-elect, a member as deputy chair. The terms for committee members shall be on a two (2) year staggered basis. The terms for committee chairs and deputy chairs shall be for one (1) year. Any vacancy shall be filled by appointment by the President for the time remaining in the vacated term.

9. Special Committees

Any Special Committee or Task Force established by the Board of Directors shall go out of existence one year from the date it is established unless prior thereto the Board of Directors shall extend its existence for another year. The President shall appoint the members and shall appoint the chairperson.

10. Divisions

There shall exist the following Divisions, each of which shall enact bylaws, subject to the approval of the Board of Directors, which will provide for the Division’s general objectives, organization—including a chairperson and other internal leadership progression—and operation.

A. Federal Career Service Division. There shall be a Federal Career Service Division of the Association. All members of the Association who are or have been officers or employees of the United States or of the District of Columbia are eligible to be members.

B. Judiciary Division. There shall be a Judiciary Division of the Association. All past and present members of the Federal, Administrative, Military, State, and tribal judiciaries and their legal staffs are eligible to be members.

C. Senior Lawyers Division. There shall be a Senior Lawyers Division of the Association. All professional members of the Association who are age 55 years or older on the date on which each such member’s dues is payable are eligible to be members.

D. Younger Lawyers Division. There shall be a Younger Lawyers Division of the Association, comprised of all professional members of the Association who are age 40 years or younger on the first day of the fiscal year of the Association or who have engaged in the practice of law for fewer than ten years as of the first day of the fiscal year of the Association. In the event that the Immediate Past Chairperson, who serves as an officer of the Division the year following his or her term as Chairperson, is older than 40 years as of the first day of the fiscal year of the Association in the year he/she is to serve as Immediate Past Chairperson, or in the event he/she has been engaged in the practice of law for more than ten years as of the first day of the fiscal year of the Association, he/she shall still be an eligible member of the Division for the year he/she is fulfilling his/her term as Immediate Past Chairperson. In the event the Division membership of any Division officer would otherwise cease in accordance with the foregoing, that officer shall remain a member of the Division and in office until the succeeding officers have commenced their terms.

E. Corporate and Association Counsel Division. There shall be a Corporate and Association Counsel Division of the Association. All past or present members of corporate or association counsel’s staffs are eligible to be members.

F. Law Student Division. There shall be a Law Student Division of the Association. All law student associates and law school student chapter faculty advisor professional members or associates of the Association shall be members of the division. Law student associates are not eligible or authorized to vote or hold any elective office in the Association.

11. Public Positions by Association Entities

A Division, Section or Professional Chapter may not issue a public report or take a public position on an issue unless it adheres to the process set forth in the Constitution. A Standing or Special Committee may not take a public position or issue a public report; however, it may make recommendations or submit positions for consideration to the Board of Directors. No report or position may be inconsistent with any existing position of the Association. The Association shall keep a record of every report or position reported to the Board of Directors.

12. Assets of Inactive Professional Chapters

Upon determination by the Board of Directors that a Professional Chapter has failed to maintain an active membership of at least ten members for a period of one year, that it has withdrawn itself from the Association, or that it has had its charter revoked, the President shall direct the Treasurer to take charge of all assets and property of the Professional Chapter and to hold them in trust for one year for the benefit of any Professional Chapter that may organize or reorganize in that geographic area. If, at the end of one year, the Professional Chapter is not reactivated and no new Professional Chapter is organized, title to all such assets of the Professional Chapter shall vest in the Association.

13. Fiscal Year

The fiscal year of the Association shall run from October 1 through September 30 of the following year.

14. Amendments to the Constitution and the Bylaws

A. Proposal and Study of Amendments. All proposals or petitions to amend (including repeal) provisions of the Constitution under Article XIX thereof, or these Bylaws under Bylaw 14C., except for annual dues changes proposed by the Board of Directors, shall be directed or referred to the Constitution and Bylaws Committee for its recommendations. All such proposals or petitions shall reach the Committee at least sixty (60) days before the proposed amendments are to be considered for adoption at a Board of Directors meeting, National Council meeting or an annual meeting of the membership, as appropriate. The Constitution and Bylaws Committee shall publish on the Association’s website reasonable minimum guidelines for the content and manner of submission of such proposals or petitions, and a proposal or petition that does not satisfy such guidelines may be returned to the person submitting it without being considered by the Committee. A returned proposal or petition shall also include a written explanation of why the proposal does not meet such guidelines.  The Constitution and Bylaws Committee shall consider all proposed amendments that meet such guidelines and shall, in these case of proposed amendments to the Constitution, report on them to the members of the Board of Directors sufficiently in advance of the meeting of the National Council at which any proposed change is to be considered to allow the Board of Directors to consider and express its approval or disapproval of the proposed change; and to the National Council or membership, as appropriate, on or before the dates on which notice must be provided of the next meeting of the National Council or annual meeting of the membership at which such proposed amendments may be acted upon. The Committee shall include in its report the recommendation of the Board of Directors and its recommendations as to whether the proposed amendment conflicts with provisions of the Constitution and other Bylaws, and if so, in what form or with what related changes to the Constitution or these Bylaws as may be necessary and appropriate. The provisions of this Bylaw shall not be suspended.

B. Constitution.

1. Report of Constitution and Bylaws Committee. The Constitution and Bylaws Committee shall prepare a report on the proposal. The report shall include the text of the proposal, the text of any part to be repealed or amended, and a summary of the arguments for and against adoption of the proposal. A copy of this report shall be mailed or transmitted electronically with the ballot to each member of the Association in good standing.

2. Ballots. Returned ballots may not be required to be signed or otherwise identified by the members voting. The envelopes in which the ballots are returned shall be identified to enable the Association to identify them as ballots. The Constitution and Bylaws Committee shall be responsible for overseeing the opening and counting the ballots and for reporting the vote.

C. Bylaws. Subject to satisfying the notice requirement of the Constitution and these Bylaws, the Board of Directors may adopt, amend, or repeal any Bylaw at a regular or special meeting of the Board of Directors upon two-thirds vote of those present and voting.

15. Robert’s Rules of Order

Wherever the Constitution of the Association or these Bylaws omit or fail to address any substantive or procedural matter that is addressed in the most current version of Robert’s Rules of Order, the most current version of Robert’s Rules of Order shall govern as to that matter.

Wherever the Constitution of the Association or these Bylaws omit or fail to address any substantive or procedural matter that is addressed in the most current version of Robert’s Rules of Order, the most current version of Robert’s Rules of Order shall govern as to that matter.

16. Definitions

A. In general. Terms used in these Bylaws have the same meanings as the corresponding terms used in the Constitution.

B. Professional member. In these Bylaws, the term “professional member” refers to a person in the membership category described in Article IV, Section 1 of the Constitution.

Base Document Published September 28, 1991

Last revised: Bylaws 2.D., 4.A., 4.C., 4.E., 4.H., 6.B.1., 6.B.2.e., 10.F., 14.A. 14.B.1-2. revised and Bylaw 16 added March 25, 2023; Bylaw 2.C.1 revised October 2021; Bylaws: 2.A., 4.B., 4.C., 8.A.2. revised and Bylaw 8.A.2.d. added March 21, 2020; Bylaw 14.A. revised March 23, 2019; October 17, 2016; April 2, 2016; September 12, 2015; March 28, 2015; April 6, 2013; September 10, 2011; March 19, 2011; September 25, 2010; February 10, 2006; Bylaw 8.A.1.e added & former (e) through (l) redesignated (f) through (m) April 24, 1999; Bylaw 4 and 14 revised October 10, 1998; Bylaw 4 revised April 25, 1998, effective October 1,1998; Bylaw 4.B. revised & bylaw 8.A.1.l. added September 21, 1996; Bylaw 6.D. Revised April 27, 1996; Bylaw 4.A., 4.B., 4.D., and 4.H. Revised September 16, 1995; Bylaws 6.A. and 8.A.2.c. & g. Revised April 22, 1995; Bylaw 6 Revised October 8, 1994; Bylaw 16 Repealed October 1, 1993