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BYLAWS




ARTICLE I. Officers and Board of Directors

Section 1. Officers and Board of Directors

The affairs of the Association shall be managed by an elective Board of Directors of four (4) officers and nine (9) other members. The officers shall be a Chair, Chair-Elect, Vice Chair, and Immediate Past Chair. The President and Chief Executive Officer of the Association shall also be a member of the Board of Directors ex officio without the right to vote, and he/she shall serve as Secretary of the Board of Directors.

The elective officers shall serve from the conclusion of the Annual Conference through the next Annual Conference, or until their successors are elected, whichever is later. They may not serve for more than two (2) consecutive terms in the same office. The other directors shall serve from the conclusion of the Annual Business Meeting closest to their election through the next three (3) Annual Business Meetings, or until their successors are elected, whichever is later; and they may not serve two (2) full terms consecutively.

The terms of the nine (9) directors who are not officers shall overlap, with three (3) directors elected for full terms each year.

The Directors may adopt such rules and regulations for the conduction of business as they deem advisable, within limits of the Charter and Bylaws, and may appoint such agents, as they consider necessary. The Directors shall establish standing committees to assist in the management of Association affairs. No member of the Board of Directors entitled to vote shall receive compensation for service as a Director.

Section 2. Executive Committee

The Executive Committee of the Board of Directors shall be the four (4) elective officers, one additional Director elected annually by the Board of Directors at the time of the annual Board meeting of the Association, and President and Chief Executive Officer ex officio without the right to vote.

This committee shall transact other business between meetings of the Board of Directors only when necessary. In such matters, the Executive Committee shall have and may exercise any and all powers of the Board of Directors; but all actions shall be subject to ratification by the Board of Directors at its next meeting. The Board of Directors is expected to uphold any commitments or obligations incurred in good faith and for expediency by the Executive Committee. Three (3) voting members shall constitute a quorum of the Executive Committee, and three (3) votes shall be required for any official action by this committee.

Section 3. Meetings

The Board of Directors shall hold two (2) regular meetings annually to consider adoption of the annual budget, reports, and recommendations of committees, work of the President and Chief Executive Officer, actions of the Executive Committee, and other appropriate business.

A special meeting shall be called by the Chair at the request in writing of seven (7) members of the Board of Directors, or by the Chair upon his/her own judgment of necessity. Notice thirty (30) days in advance shall be required for such special meetings.

A majority of the Board of Directors (seven [7] members) shall constitute a quorum for the transaction of business. Seven (7) votes shall be required for any official action by the Board of Directors, where not otherwise specified in these Bylaws.

Members may participate by conference call and each such member on the conference call shall be counted towards the quorum.

Section 4. Vacancies

Persons filling vacancies must meet all qualifications that would be necessary for election by the membership. Appointees and special electees shall serve for the remainder of the previous individuals' term but may stand as candidates for regular terms.

A vacancy in a directorship shall be filled by appointment by the Board of Directors or by special election as determined by the Board of Directors.

In the event of death, permanent disability, resignation, or other cause vacating the offices of Chair, Chair-Elect, or Vice Chair, the following shall occur: Chair: the Chair-Elect becomes Chair; Chair-Elect: the Vice Chair becomes Chair-Elect; Vice Chair: a special election shall occur as soon as candidates have been offered by the Nominating Committee.

Section 5. Absences

Any officer or other director absent from a meeting of the Board of Directors shall notify the Chair or the President and Chief Executive Officer of the reason for absence. The Board of Directors shall decide in each instance if the absence is excusable. Two consecutive unexcused absences shall disqualify any member, and his/her position on the Board of Directors shall be declared vacant.

Section 6. Duties of Elective Officers

The elective officers shall perform the usual duties of their offices and such other duties as may be determined by the Board of Directors in accordance with the Bylaws. The Chair shall be an ex officio member of all committees, except the Nominating Committee and Ethics Board, without the right to vote.

ARTICLE II. Committees, Service Commissions, and Advisors

Section 1. Nominating Committee

There shall be a Nominating Committee of appointed annually. The number of Nominating Committee members shall initially be nine (9) and thereafter shall be established from time to time by resolution of the Board of Directors which number shall be no less than five (5) and no more than nine (9). The incoming Chair shall appoint one (1) member from the current Board of Directors and three (3) to seven (7) members (as applicable) who have not held an elective office within the previous three (3) years and have been Professional Fellow members in good standing for five (5) years or more. The Immediate Past Chair (or, in the event of his/her unavailability, the temporarily closest predecessor) shall serve as chair of the committee.

Pursuant to Article IV of these Bylaws, this committee shall submit to the membership nominations for elective offices and the Board of Directors as described in Article I, Section 1, of these Bylaws and for the Ethics Board as described in Article II, Section 5, of these Bylaws. This committee shall not nominate any of its members for such service.

Section 2. Membership Committee

There shall be a Membership Committee of nine (9) members appointed for three year terms. The nine (9) members shall serve overlapping terms, with three (3) appointed for full terms each year. The incoming Chair shall make the appointments for full terms, fill other vacancies, and designate the chair and vice-chair for the year.

This committee shall make recommendations for action to the Board of Directors. The committee shall also promote memberships and perform related duties.

Section 3. Accreditation Commission

There shall be an Accreditation Commission of twelve (12) Professional Fellows appointed for three year terms. The twelve (12) members shall serve overlapping terms, with four (4) members appointed for full terms each year. The incoming Chair shall make the appointments for full terms and fill other vacancies. He/She shall also designate the chair and vice-chair for the year, but they must have at least one year's previous service on the Commission.

The Commission shall establish professional standards for member institutions, subject to the approval of the Board of Directors. On the basis of those standards, the Commission shall have evaluations made of institutions applying for professional recognition. Following its review of an evaluation, the Commission shall, by a two-thirds (2/3) majority vote, grant or deny accreditation on behalf of the Association. Denial of accreditation automatically causes the institution to lose its membership, which cannot be reinstated except by special decision of the Executive Committee or until the institution applies and qualifies for accreditation.

Appeals by applicant institutions of decisions of the Accreditation Commission may be made to the Executive Committee of the Board of Directors. A request for an appeal may be made to the Executive Committee within thirty (30) days of mailing of the Commission's decision regarding the loss of accreditation and Institution membership. The Executive Committee must decide whether or not to grant the appeal within forty-five (45) days of its receipt and so advise the appellant. If an appeal is granted, it will be heard by the Board of Directors at its next regularly scheduled meeting. The decision of the Board of Directors is final and cannot be appealed.

A notice of loss of accreditation and Institution membership shall be published in the Connect in the event that (1) no appeal is filed within 30 days of the notification, or (2) the request for an appeal is denied by the Executive Committee, or (3) the Board of Directors notifies the complainant or defendant of its appellate decision. Such notice shall consist of a brief and factual statement of action.

The Commission shall review periodically, but at least once every five (5) years, the continuation of accreditation. The Commission may also, from time to time, advise or recommend other actions to the Board with respect to maintenance of professional standards and practices by member institutions.

The Commission shall establish professional standards for Related Facilities, subject to the approval of the Board of Directors. On the basis of those standards, the Commission shall have evaluations made of Related Facilities applying for professional recognition. Following its review of an evaluation, the Commission shall, by a two-thirds (2/3) majority vote, grant or deny certification on behalf of the Association. Denial of certification automatically causes the institution to lose its membership, which cannot be reinstated pending the outcome of the appeal except by special decision of the Executive Committee or until the institution applies and qualifies for certification.

Appeals by applicant institutions of decisions of the Accreditation Commission may be made to the Executive Committee of the Board of Directors. A request for an appeal may be made to the Executive Committee within thirty (30) days of mailing of the Commission's decision regarding the loss of certification and Related Facility membership. The Executive Committee must decide whether or not to grant the appeal within forty-five (45) days of its receipt and so advise the appellant. If an appeal is granted, it will be heard by the Board of Directors at its next regularly scheduled meeting. The decision of the Board of Directors is final and cannot be appealed.

A notice of loss of certification and Related Facility membership shall be published in the Connect in the event that (1) no appeal is filed within 30 days of the notification, or (2) the request for an appeal is denied by the Executive Committee, or (3) the Board of Directors notifies the complainant or defendant of its appellate decision. Such notice shall consist of a brief and factual statement of action.

The Commission shall review periodically, but at least once every five (5) years, the continuation of certification.

Section 4. Ethics Board

There shall be an Ethics Board of nine (9) Professional Fellow members elected by the voting membership for three year terms. The nine (9) members shall serve overlapping terms, with three (3) members elected to full terms each year. Vacancies on the Ethics Board may be filled by appointments by the Board of Directors. Appointees shall serve for the remainder of the previous individuals' term but may stand as candidates for regular terms. The Ethics Board shall elect its chair and vice-chair annually.

The Ethics Board shall establish and maintain a professional code of ethics governing members of the Association, subject to the approval of the Board of Directors. The Ethics Board shall investigate any formal written complaints of violations of the Code of Professional Ethics, render decisions, prescribe subsequent actions and/or penalties, make recommendations for amendments to the Code of Professional Ethics, and initiate investigations on its own with or without charges. The Ethics Board, after a full and impartial investigation, and with a two-thirds (2/3) majority vote for a violation of the Code of Professional Ethics, Charter, Bylaws, or any rule or resolution adopted by the Association or any conduct prejudicial to the interests of the Association, shall issue determinations based on those findings and has the authority to issue warnings, reprimand, suspend certain membership privileges, or expel members.

Following action by the Ethics Board, the member (defendant) shall be notified by certified mail of the action taken. This action becomes effective upon notification, or unless otherwise decided by the Executive Committee. There shall be an appeal process to the Executive Committee of the Board of Directors. A request for an appeal may be made to the Executive Committee within thirty (30) days of notification. The Executive Committee must decide whether or not to grant the appeal within forty-five (45) days of its receipt and so advise the appellant.

A notice shall be published in the Connect in the event that (1) no appeal is filed within 30 days of notification, or (2) the request for an appeal is denied by the Executive Committee, or (3) the Board of Directors notifies the complainant or defendant of its appellate decision. A notice shall appear in Connect only if the final action is to expel, suspend or temporarily revoke membership. No notice shall be published in Connect if the final action was a letter of reprimand or a warning, unless deemed necessary by the Ethics Board. Notices shall consist of a brief and factual statement of the action, including the name(s) of the defendant(s) and a listing of the section(s) of the Code which was violated to provide guidance for members.

Section 6. Other Committees

The Board of Directors may establish standing committees not otherwise provided for in the Bylaws, and the Chair may establish such special committees as may be required from time to time to carry out the objectives of the Association.

All standing committees not specified in these Bylaws shall be appointed for terms of three (3) years, with one third (1/3) of the members of each committee appointed for full terms by the incoming Chair, who shall also have the right to fill vacancies for unexpired terms. In the initial establishment of a standing committee, the Chair shall appoint the entire committee as follows: one third (1/3) of the members to serve one year terms, one third (1/3) of the members to serve two year terms, and one third (1/3) to serve three-year terms. The chair and vice-chair of a standing committee shall be designated anew each year by the incoming Chair. Annually, Committee chairs shall send the incoming Chair an evaluation of the performance of each Committee member. The incoming Chair may remove members of any Committee at his/her discretion for non-performance.

Special committees appointed by the Chair shall be of such size and their members shall have such terms as directed.

Section 7. Committee Requirements

Chair and Vice-Chair of all committees must be Professional Fellows, and members of Bylaws and standing committees must be members of this Association; but nonmembers may serve on special committees. Excepting the Executive Committee, members of committees may not serve more than two (2) full terms consecutively.

Unless otherwise indicated in the Bylaws, committees will function in accordance with rules and regulations set forth by the Board of Directors; and their work is subject to the approval of the Board of Directors.

Statements relating to terms of service shall be understood to mean the period from the conclusion of one Annual Business Meeting through the subsequent Annual Business Meeting.

Section 8. Service Commissions

Service Commissions may be established from time to time by the Board of Directors for special purposes. Their functions and relationships to the Association will be as defined by the Board of Directors.

Section 9. Advisors

The Chair may appoint such Advisors, as he/she deems necessary to assist in carrying out the objectives of the Association.

ARTICLE III. President and Chief Executive Officer

The Board of Directors may appoint or employ a President and Chief Executive Officer who shall serve at its pleasure. Under the general supervision of the Chair and the Board of Directors, he/she shall be responsible for the day to day operation of the Association, for providing material to and coordinating the work of committees, service commissions, advisors or agents, and for promoting and conducting the programs of the Association within policy guidelines of the Board of Directors in accordance with the Charter and Bylaws.

The President and Chief Executive Officer shall have the authority to employ personnel for the Association as provided for by the Board of Directors or its Executive Committee and to terminate the employment of such personnel. He/She shall have full authority, as well as the responsibility, to supervise the work of such personnel. He/She shall attend all meetings of the Board of Directors and its Executive Committee, but shall not be entitled to vote. He/She, likewise, may attend all meetings of Bylaws, standing, and special committees in an ex officio capacity without the right to vote.

The President and Chief Executive Officer shall be bonded in an amount set forth by the Executive Committee, and the Association shall pay the cost of such bond.

ARTICLE IV. Nominations and Elections

Section 1. Nominations

Nominations of candidates for officers, other directors, and members of the Ethics Board shall be made by the Nominating Committee. In addition to its own selections, the Nominating Committee must place the name of any qualifying Professional Fellow on the election ballot for position of Chair or Vice Chair when that name has been submitted to the committee before 15 March each year by a petition of nomination containing the signatures of at least ten (10) percent of the number of Professional Fellow members in good standing on 31 December of the preceding year.

All nominees must be Professional Fellows who have been Professional Fellow members in good standing for three (3) years or more at the time of election. The Nominating Committee must offer slates with at least one candidate for every vacant position, including a Chair-Elect, for which a single nomination will be made, and a Chair, for which it shall normally name the previous Chair-Elect. Each year the Nominating Committee will present two slates of candidates for Board election. The first slate will include a minimum of two zoo professionals competing for two elected vacancies. The second slate will include a minimum of one aquarium professional competing for one elected vacancy.

The chair of the Nominating Committee shall notify the candidates of their selection, or nomination by petition, and shall secure in writing their consent to have their names placed in nomination. Each candidate's governing authority or superior must also submit a letter stating that he/she may serve, if elected, and carry out the duties of the office, including attendance at Board of Directors or Ethics Board meetings, as appropriate, and the Annual Business Meeting of the membership. If such letters are not received, he/she shall be regarded as not qualifying; and such name shall not be placed in nomination.

Section 2. Elections

Elections of officers, other directors, and members of the Ethics Board shall be by secret ballot mailed no later than sixty (60) days before the annual Board meeting. The President and Chief Executive Officer shall prepare and mail the official ballot and enclosures to all eligible voting members. The ballot shall provide for votes for persons other than the official nominees. Each voting member shall mark the ballot and return it in the official envelope provided and no other, postmarked no later than thirty (30) days prior to the annual Board meeting. The ballots shall be returned to and tabulated by a public accounting firm designated by the Board of Directors. The accounting firm shall certify the results to the President and Chief Executive Officer, who shall notify the candidates of the election results. Elections to the Board of Directors and Ethics Board shall be in order by number of votes. The Chair shall be called upon to cast an additional vote in the event of a tie. In such instances, the auditor shall telephone the Chair to obtain the vote.

ARTICLE V. Meetings

Section 1. Annual Business Meeting

The Association shall regularly hold one business meeting for the membership in the fall of each year. The business of the annual meeting shall include reports of the Board of Directors, necessary action by the membership on resolutions and on recommendations of the Board, presentation of professional papers by members, and other appropriate items.

Section 2. Special Meetings

Special meetings to consider a specific subject may be called by the Board of Directors upon the written request of fifty (50) voting members or upon its own initiative. Notice of any special meeting shall be mailed to each member at least thirty (30) days in advance, stating time, place, and information on the subject(s) to be discussed. Business which is not specified in the call for the meeting may not be transacted by the membership at a special meeting.

Section 3. Regional Meetings

Regional meetings of the membership may be scheduled and held in various places, with the approval of the Board of Directors. The primary purpose of regional meetings is to provide for the exchange of professional information. Although business of the Association may be informally considered, no action binding on the Association may be taken at such meetings.

Section 4. Quorum

In any mail referendum or the annual business or special meetings, a quorum shall be a majority of participating voting members, provided that at least fifty (50) participate.

Section 5. Conduction of Meetings

All meetings of the membership shall be conducted subject to normal parliamentary procedures and to such other rules and regulations as may be set forth by the Board of Directors. Host organizations for meetings must meet requirements established by the Board. Management for meetings will rest with the Association.

Section 6. Resolutions

Resolutions and actions affecting the entire membership must be presented to the Board of Directors and approved by a majority of the Board of Directors (seven [7] members) before they may be presented to the membership for action, either by mail ballot or during the Annual Business Meeting or a special meeting of the membership. Approval by a majority of qualified members attending such a meeting or casting a mail ballot shall be necessary for adoption. These resolutions shall be binding upon all members in all classifications, effective upon notification in an official publication of the Association, or upon receipt of a copy of the resolution by the member, whichever comes first.

In an emergency, a resolution may be adopted by a two thirds (2/3) majority of the Board of Directors. Such emergency resolutions become binding upon all members immediately upon notification and remain in effect unless rejected by the voting membership in a mail ballot or during the Annual Business Meeting or special meeting of the membership. The Board must present emergency resolutions for ratification by the membership within ninety (90) days of their adoption.

ARTICLE VI. Membership Requirements and Classifications

Section 1. General Requirements

Any person, institution, society, related facility, or corporation properly nominated and willing to abide by the Charter and Bylaws, the Code of Professional Ethics and all other rules and regulations of the Association, may be approved for membership provided they meet the requirements set forth in the various sections of this Article VI. Applications for Institution and Related Facility must first be reviewed by the Accreditation Commission, which shall take appropriate action or make recommendations to the Board of Directors; a two thirds (2/3) majority affirmative vote is required for election. All members in all classifications must be reviewed periodically, at least once every five (5) years, to determine if they continue to qualify for their current classification.

The Board of Directors shall charge the President and Chief Executive Officer with the responsibility of reviewing all membership applications and with administratively reclassifying members when it is apparent that such members no longer qualify for the classification of membership currently held.

Employees of commercial companies with zoological business interests may not hold an individual membership unless the company is a member.

Section 2. Institution

Institution members shall be zoological parks, aquariums, wildlife parks, and oceanariums as defined in Article III of the Charter of the Association. They shall have regular and predictable hours that are convenient to the general public and which constitute more than a token opening. They shall further be defined as having as their primary business the exhibition, conservation, and preservation of the earth's fauna in an educational and scientific manner.

There shall be two kinds of Institution members: Domestic and International members. Domestic Institution members shall be located in the United States of America. International Institution members shall be located outside the United States.

Applicants for Domestic Institution membership and for International Institution membership shall apply and qualify for accreditation. Administrative processing for Domestic and International Institution membership shall proceed concurrently, but membership shall be dependent upon accreditation. Domestic Institution and International Institution members shall be entitled to vote on all issues of the Association. Such votes may be cast by the chief executive officer of the Domestic Institution member or the International Institution member, or his/her authorized representative.

Domestic Institution and International Institution members may apply to enroll their noncontiguous wildlife breeding facilities, game farms, and conservation centers into membership, so long as such facilities are not open to the general public on a regular basis. Such facilities shall not be subject to accreditation requirements nor privileges, but shall undergo inspections and be certified as Related Facility members in accordance with procedures and requirements established by the Board of Directors.

Section 3. Conservation Partner

Organizations that support the vision and mission of zoological parks, aquariums, wildlife parks, or oceanariums as defined in Article III of the Charter of the Association are eligible to become Conservation Partners. Such organizations which are directly associated with an Institution member, must be endorsed by the chief executive officer of the associated institution. Organizations which are directly associated with non-Institution members, are not eligible for membership until the respective institution becomes an Institution member. Conservation Partner members shall not own or hold animals except as an official function with an associated Institution member. Conservation Partner members shall not have the right to vote.

Section 4. Related Facility

Related Facility members shall not be commercial entities, and shall include wildlife ranches, wildlife refuges, research facilities, survival centers, breeding farms, wildlife sanctuaries, and/or similar organizations that may or may not be within the United States of America. Related Facility members must hold animal collections, shall not be open to the public on a regular basis and shall operate at a permanent location under the direction of a staff professionally trained in animal husbandry. The facility shall further be defined as having conservation and preservation as part of its mission, and its mission shall have a beneficial, tangible, supportive impact on the zoological and aquarium professions.

Related Facility members shall undergo and pass an inspection and review by the AZA Accreditation Commission every five years, and must meet AZA standards as designated appropriate for the Related Facility category in accordance with procedures and requirements established by the Board of Directors. Related Facility members shall be entitled to vote on all issues of the Association. Such votes may be cast by the chief executive officer and/or owner of the Related Facility, or his/her authorized representative.

Section 5. Professional Fellow

Professional Fellow members shall be individuals who are employed full-time in a management capacity in or by an Institution or Related Facility member, as defined by the Association's Bylaws. Professional Fellow members may also be individuals employed full-time in a management capacity by a Conservation Partner that is directly associated with an Institution member.

Professional Fellow members shall have the right to vote. Only Professional Fellows who are employed by Institution members may chair committees or hold an elective office.

Full-time employment and management status must be verified by the applicant's chief executive officer. For purposes of definition, management level employees shall be those who participate in the decision-making processes that influence and direct the operations, planning, purposes, and goals of the Institution, Related Facility, or Conservation Partner that is directly associated with an Institution member. Individuals with supervisory responsibilities only, shall not be considered management personnel.

Section 6. Professional Affiliate

Professional Affiliates shall be individuals who are employed by an Institution, Related Facility, Conservation Partner, Commercial member, Commercial member with animals or by this Association. Applications must be endorsed by the candidate's chief executive officer to verify employment. Professional Affiliates shall not have the right to vote or hold elective office, but may serve on committees.

Section 7. Professional Associate

Professional Associates shall be individuals who are employed by or are seeking employment in a zoo or aquarium or in a related profession including employees of Institutions, Related Facilities, Conservation Partners, Commercial members and Commercial members with Animals. Professional associates may be volunteers or docents at zoos or aquariums. Employees of supply or service providers to zoos and aquariums which are not Commercial members of AZA or Commercial Members with Animal members of AZA shall not be eligible to be professional associates.

Section 8. Friend

Friends shall be individuals who share the Association’s vision and mission and shall not be employees of Institution, Related Facility, Conservation Partner, Commercial members, Commercial Members with Animals or of a zoo or aquarium or in a related profession. Friends shall not have the right to vote or hold elective office or serve on committees.

Section 9. Student

Students shall be individuals who are preparing for a career in zoos or aquariums and are enrolled full-time or part-time at an accredited degree-granting college or university. Individuals may qualify for student membership for no more than one-year after graduation from an accredited degree-granting college or university. A student shall not be employed full-time by a zoo or aquarium.

Section 10. Commercial member

Commercial members shall be commercial entities that supply or service zoological parks, aquariums, wildlife parks, oceanariums and other related facilities or associated individuals. Commercial members shall not own or hold animals as a function of their business. Commercial members shall not have the right to vote or hold elective office.

Section 11. Commercial Member with Animals

Commercial Members with Animals shall be commercial entities that own, hold, or transport animals, and regularly supply or service zoological parks, aquariums, wildlife parks, oceanariums, and other related facilities or associated individuals. Commercial Members with Animals shall undergo and pass an inspection and review by the AZA Accreditation Commission every five years, and must meet AZA standards designated appropriate for the Commercial Member with Animals category in accordance with procedures and requirements established by the Board of Directors. Commercial Members with Animals shall not have the right to vote or hold elective office.

Section 12. Professional Retired

Upon retirement, Professional Fellows and Professional Affiliates may become Professional Retired members, provided they have served the Association for the last five (5) consecutive years as Professional Fellow or Professional Affiliate members. They shall enjoy all membership privileges, excluding the right to vote and hold elective office. Retirement means the termination of regular employment due to age or health, in accordance with the standard retirement policies of the member's employer. An individual who serves as a consultant to zoos or aquariums or regains employment in the zoo or aquarium profession is ineligible for this category.

ARTICLE VII. Membership Dues and Services

Section 1. Dues and Services

Annual membership dues and services shall be established by the Board of Directors for each membership classification.

Section 2. Dues Payment

Membership dues are based upon the calendar year and are due the first of January. Those joining the Association after 1 July of each year shall have their first year's annual dues prorated to fifty (50) percent, but will not receive membership privileges at the annual conference that year. Members in arrears of dues sixty (60) days may be expelled from membership by the Board of Directors.

ARTICLE VIII. Suspension and Expulsion of Members

By the Board of Directors:

The Board of Directors may, for cause, suspend or terminate any membership in any classification by a two thirds (2/3) majority vote. In other than ethics and, accreditation cases, such members shall be notified of the charges by certified mail to the last recorded address at least fifteen (15) days before the regularly scheduled Board of Directors meeting. The notification shall include the time and place of the Board of Directors meeting. The member shall have the opportunity to appear in person or by conference call and/or by representation to present his/her defense of the charges before any formal action is taken by the Board of Directors.

Upon the written recommendations of the Membership Committee or the President and Chief Executive Officer, the Board of Directors by a two thirds (2/3) majority vote may suspend or temporarily revoke membership. Such action may be taken through written ballots, as well as in meetings of the Board of Directors. Suspension or temporary revocation of membership status shall remain in effect during any appeal of such action, and only the Board of Directors may reinstate such member. The Board of Directors must act within a year following suspension or temporary revocation of membership to provide for a formal review of the matter, as delineated above. If reinstated after a temporary suspension, there shall be no impairment of a member's seniority. If an expulsion has lasted for a period of two or more years, all membership seniority is lost.

The Board of Directors will issue a statement in Connect when actions of reprimand, suspension, or termination of membership have occurred. Any such statement shall consist of a brief and factual statement of action, including the name of the defendant(s) and a listing of the violation(s).

ARTICLE IX. Amendments.

Proposed amendments may be submitted to the Board of Directors by a petition signed by at least ten (10) percent of the number of voting members as of 31 December of the preceding year. Amendments submitted by petition do not require the approval of the Board of Directors. The Board of Directors shall cause all approved, proposed amendments or revisions and all proposed amendments submitted by petition to be submitted to all voting members of the Association for vote by mail ballot on or before ninety (90) days following such approval or receipt of a petition by the Board at a duly called meeting of the Board of Directors. If at least two thirds (2/3) of those voting approve such a proposal, it shall become effective as an amendment to the Bylaws. Mail ballots shall be considered valid and counted only if received in the Association's office within sixty (60) days from the date of the mailing of ballots to the voting members.

ARTICLE X. Parliamentary Procedure.

The Board of Directors shall be the final authority in interpretations of the Charter, Bylaws, and other rules of the Association. The current edition of Roberts Rules of Order governs the Association in all situations not provided for in the law or in its Charter, Bylaws, or adopted rules.

ARTICLE XI. Seal.

The Association shall have a seal of such design as the Board of Directors may adopt. The Board of Directors shall determine its use, and it shall not be used otherwise.

Adopted by Incorporators:
14 December 1971 in Wheeling, West Virginia

Adopted by Membership:
5 October 1972 in Portland, Oregon
11 October 1973 in Houston, Texas
3 October 1974 in Philadelphia, Pennsylvania
18 September 1975 in Calgary, Alberta, Canada
22 September 1977 in San Diego, California
4 October 1979 in St. Louis, Missouri
18 September 1980 in Chicago, Illinois
7 July 1981 by mail ballot
31 December 1984 by mail ballot
7 June 1991 by mail ballot
4 May 1992 by mail ballot
15 December 1993 by mail ballot
15 May 1996 by mail ballot
9 January 1999 by mail ballot
2 July 1999 by mail ballot
15 December 1999 by mail ballot
2 November 2000 by mail ballot
23 June 2003 by mail ballot
28 June 2006 by mail ballot
4 June 2007 by mail ballot
23 December 2009 by mail ballot
8 August 2012 by mail ballot

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