The purposes for which this Association is organized are:
To cultivate and promote the corporate renewal and change management profession; to encourage, foster and promote the interests of those having a common interest in the commerce, business, trade, or profession of turnaround management; to eliminate and reform abuses in such areas; to obtain and distribute reliable information as to the reputation and standing of the professionals practicing in such areas; to stimulate, encourage and promote cooperation and friendly exchange among its Members and others; to establish an environment and create opportunities for corporate managers, turnaround consultants and managers, accountants, appraisers, attorneys, lenders, financial advisors, other service providers and representatives from government and academic institutions to associate for educational, networking and business meetings focused on the corporate renewal and change management profession; to acquaint and inform the business community and the general public as to its objectives; to act as research counselors and consultants particularly to those engaged in corporate renewal and change management, all of the same to be done without profit to the Association and for the mutual benefit of its Members;
To promote higher standards and better methods in corporate renewal and change management; to promote the interests of the business community by educating the public about the corporate renewal and change management profession; to promote integrity within the turnaround management industry; to publish and distribute trade publications for the benefit of the industry and the general business community; to encourage the use of the services of turnaround management within the general business community; to encourage the fostering of academic research and development of the field; to provide such civic, commercial, industrial and social features as will promote these purposes; to sponsor a specialist certification program to further these purposes that shall establish objective standards for the certification of turnaround and other eligible corporate renewal professionals. The Association is not organized for and will not engage in any purpose other than those allowed under Section 501(c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Section 1. Classes, Qualifications and Rights of Members.
The Association shall have three classes of Members. Only individuals can join as Members; firms and companies are not permitted to join as Members. The classes of Members are as follows:
a. Active. Individuals who are accountants, appraisers, attorneys, consultants, financial advisors, turnaround managers and others who are currently engaged directly in practice or specialization in the corporate renewal, change management and turnaround profession and individuals who are members of related service and financial industries not principally engaged directly in the practice or specialization in the corporate renewal, change management and turnaround profession.
b. Academic/Government. Individuals employed by an academic institution, who are engaged primarily in the academic profession, deriving their income from such employment, who participate or contribute to the corporate renewal, change management and turnaround profession through their teaching, writing, research or other professional activities and individuals who are in the employ of a federal, state or local governmental agency or who are members of a legislative or judicial body, and in regard to both academics and government employees neither shall be engaged directly in the practice of corporate renewal, change management or turnaround profession for their income, other than as described above.
c. Student. Individuals who are attending a college or university full time and who are interested in pursuing studies related to the profession and not currently engaged directly in practice or specialization in the corporate renewal, change management and turnaround profession.
Section 2. Good Standing; Privileges of Membership.
a. Good Standing. A Member who has paid all dues and other indebtedness to the Association within the time required and is in compliance with the By-Laws shall be considered to be in good standing with the Association.
b. Privileges of Membership. A Member in good standing shall be entitled to all rights and privileges of membership and shall be entitled to receive the services and benefits provided by the Association and to participate in its activities, including serving on its Executive Board and committees. Members not in good standing shall not have any of the rights or privileges of membership.
c. Procedures for Admission. Each application for membership shall be in writing on a form provided by the Chief Executive Officer and, as a condition of his or her admission as a Member, each applicant shall complete the application and provide all information required.
d. Resignation and Expulsion. Any Member may resign at any time by submitting a written resignation to the Chief Executive Officer and paying whatever indebtedness may be owing to the Association. No resigning Member shall receive any proration or other refund of previously assessed and payable dues or other obligations. Any Member may be expelled, suspended or otherwise disciplined by a vote of two-thirds of the Executive Board for conduct: (i) violative of any standards of conduct adopted by the Executive Board; or (ii) discreditable to the Association. The Chief Executive Officer or Secretary shall, at least ten days prior to the date the Executive Board is to vote on any disciplinary action against a Member, mail or email to the Member’s last known mailing or email address, as the case may be, a written notice advising the Member that the Executive Board is considering disciplinary action against him or her, including: (A) a detailed description of the Member conduct at issue; (B) the time and place the Executive Board will vote on the matter; (C) the Member’s right to be heard at such time and place before the Executive Board’s vote; and (D) the Member’s right to be represented by counsel. An expelled, suspended or otherwise disciplined Member shall remain liable for all obligations to the Association existing at the time of the expulsion, suspension or other disciplinary action, and shall not receive any refund of previously assessed and payable dues or other obligations. The grounds for expulsion of a member may be considered in any proceeding for readmission to membership.
Section 3. Membership Meetings.
a. Annual Convention. The regular annual meeting of Members shall be referred to as the "Annual Convention," and shall be held at such time and place as the Executive Board may designate, whether within or without the State of Illinois. If the Executive Board fails or refuses to designate a time or place for the Annual Convention, or if the Annual Convention for any reason does not take place at the time or place designated by the Executive Board, the Members may call a special annual meeting pursuant to the terms of Article II, Section 3b, and the special annual meeting shall be treated for all purposes as the regular annual meeting of Members.
b. Special Meetings. A majority of the Executive Board, or the number of Members which is equal to one-tenth of the total number of Members, may call a special meeting of Members, and shall designate any reasonable time and place for the meeting, whether within or without the State of Illinois.
c. Notice of Member Meetings. The Chief Executive Officer shall provide all Members with written notice of the Annual Convention or any Special Meeting, including the time and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, no less than five nor more than sixty days prior to the meeting.
Section 4. Voting of Members. Members shall have the following voting rights:
a. To amend these By-Laws; and
b. To approve new or amend current membership classifications and membership dues. In any meeting of the Members, a Member may vote in person or by proxy executed in writing by the Member. Each such proxy shall be filed with the Secretary or the Chief Executive Officer before or at the time of the meeting. No proxy is valid after two months from the date of its execution.
Section 5. Quorum. Members holding ten percent of the votes entitled to be cast constitute a quorum. The vote of a majority of the votes entitled to be cast at a meeting at which a quorum is present is necessary for the adoption of any matter voted upon by the Members.
Section 6. Member Compensation. The Association may enter into one or more transactions with a Member, a Member’s parent, spouse or child, or any such person’s parent, spouse or child (a "Member’s Relative"), an entity in which a Member or a Member’s Relative has a material financial interest, or in which a Member or a Member’s Relative is an Officer, director, general or limited partner, member or manager (a "Member Related Party"), to provide goods or services to the Association, only upon: (a) the Member’s written disclosure of the material facts of the prospective transaction to the Executive Board; (b) the Member’s written disclosure of his or her relationship with the Member’s Relative or the Member Related Party, as the case may be, to the Executive Board and (c) the majority vote of the Executive Board not having an interest in the prospective transaction, after receiving all required disclosures and determining that the prospective transaction is fair to the Association.
Section 1. Authority and Responsibility. The Board of Trustees shall: (a) elect the Association’s At-Large Trustees, the Officers and up to three of the At-Large Executive Board members; (b) advise the Executive Board; (c) act as an intermediary between the Executive Board and the Members; and (d) act as a forum for the Members to offer and receive information to enable the Association, its Chapters and International Affiliates to better serve and represent the interests of the Members. The Board of Trustees may adopt such rules and regulations for the conduct of its business as it deems advisable from time to time, but in no case shall any such rules or regulations permit the Board of Trustees to exceed its authority as otherwise set forth in these By-Laws. In addition, the Board of Trustees may vote upon Executive Board resolutions that include By-Laws amendments (in accordance with Article X, Section 4) or new mandatory financial assessments imposed upon Chapters (in accordance with Article IV, Section 5e).
Section 2. Number, Term of Office and Qualifications. The Board of Trustees shall include three classes of Trustees: (i) Chapter Trustees; (ii) International Trustees; and (iii) At-Large Trustees. All Trustees shall be Members of the Association in good standing as of the date of their election, and shall serve on condition that they remain Members in good standing throughout their term of office. No Trustee need be a resident of the State of Illinois.
a. Chapter Trustees. At each Annual Meeting of the Board of Trustees, the Board of Trustees shall, upon verification of his or her qualifications, accept the person who is the current president of a North American Chapter or the person who is a designee of the current president of a North American Chapter as the Chapter Trustee for that Chapter. Unless his or her term is reduced by reason of his or her death, resignation, disqualification or removal, each Chapter Trustee shall serve for a one-year term beginning with the first day of January of the calendar year following the date of the Annual Meeting, and continuing in office for the full term, even if his or her term as Chapter President ends prior to the end of his or her term as a Chapter Trustee. If a Chapter President does not wish to, or is unable to serve as a Chapter Trustee, or is serving as an At-Large Trustee at the time of his or her election as a Chapter President, the Chapter President may designate another member of the Chapter’s Board and the Association’s Board of Trustees shall accept such designee as the Chapter Trustee for that Chapter. Service as a Chapter Trustee shall not be deemed to be service as an At-Large Trustee for purposes of applying the term limitations set forth in Article III, Section 2c.
b. International Trustees. At each Annual Meeting of the Board of Trustees, the Board of Trustees shall, upon verification of his or her qualifications, accept the person who is the current president of an International Affiliate or the person who is a designee of the current president of an International Affiliate as the International Trustee for that Affiliate. Unless his or her term is reduced by reason of his or her death, resignation, disqualification or removal, each International Trustee shall serve for a one-year term beginning with the first day of January of the calendar year following the date of the Annual Meeting, and continuing in office for the full term, even if his or her term as International Affiliate President ends prior to the end of his or her term as an International Trustee. If an International Affiliate President does not wish to or is unable to serve as an International Trustee, or is serving as an At-Large Trustee at the time of his or her election as president of an Affiliate, the president of the Affiliate may designate another member of the International Affiliate’s Board and the Association’s Board of Trustees shall accept such designee as the International Trustee for that International Affiliate. Service as an International Trustee shall not be deemed to be service as an At-Large Trustee for purposes of applying the term limitations set forth in Article III, Section 2c.
c. At-Large Trustees. The Board of Trustees shall include that number of At-Large Trustees which is equal to the number of Chapter Trustees and International Trustees. At each Annual Meeting of the Board of Trustees, the Board of Trustees shall elect the At-Large Trustees from the slate proposed by the Nominations Committee. Unless his or her term is reduced by reason of his or her death, resignation, disqualification or removal, each At-Large Trustee shall serve for a two-year term beginning with the first day of January of the calendar year following the date of the Annual Meeting; provided, however, the Board of Trustees may elect an At-Large Trustee to a one year term on the recommendation of the Nominations Committee. No At-Large Trustee may serve as a Trustee for more than six consecutive years; provided, however, in the case of an At- Large Trustee who has: (i) provided exceptional service to the Association, and (ii) committed to continue such service for an additional term, the Board of Trustees, on the recommendation of the Nominations Committee, may waive the foregoing term limitation and allow the At-Large Trustee to serve an additional consecutive term or terms.
In addition, the Chapter Presidents’ Council shall, during its meeting held in conjunction with the Annual Convention, elect up to three of its members whose terms as Chapter President expire by year-end as additional At-Large Trustees, to serve the following year. These Trustees will serve one-year terms on the Board of Trustees. The Chair and Vice Chair of the Chapter Presidents’ Council each shall also be an At-Large Trustee for a one-year term by reason of holding his or her office.
Section 3. Duties. Trustees shall discharge the duties of their respective positions in good faith, and with the diligence and care which ordinarily prudent persons would exercise in similar circumstances in like positions. A Trustee may be removed from the Board of Trustees for cause by a two-thirds vote of the other Trustees voting at a regular or special meeting at which a quorum is present.
Section 4. Meetings of Trustees.
a. Regular Meetings. The Board of Trustees shall meet a minimum of two times each year. The regular annual meeting of the Board of Trustees shall be held at the Annual Convention of Members, or at such other time and place as the Board of Trustees may designate, whether within or without the State of Illinois. At the regular annual meeting, the Board of Trustees shall elect the At-Large Trustees, the Officers and the At-Large Executive Board members, and accept the designees nominated by the Chapters and International Affiliates to serve as Chapter Trustees and International Trustees. If the Board of Trustees fails or refuses to designate a time or place for a regular annual meeting, the Chief Executive Officer or the Trustees may call a special meeting pursuant to the terms of Article III, Section 4b, and the special meeting shall be treated for all purposes as the regular annual meeting of the Board of Trustees.
b. Special Meetings. A special meeting of the Board of Trustees may be called by the Chief Executive Officer or by the number of Trustees which is equal to one-third of the Trustees then serving, and shall designate any reasonable time and place for the meeting, whether within or without the State of Illinois.
c. Notice of Meetings. The Chief Executive Officer or the Trustees calling a special meeting shall provide all Trustees with written notice of any meeting of the Board of Trustees, including the time and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, no less than twenty days nor more than sixty days prior to the meeting thereto. Any Trustee may waive notice of any meeting, and the attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
d. Quorum. The quorum for the transaction of business (i) at a regular meeting of the Board of Trustees shall be one-third of the number of Trustees from time to time serving; and (ii) at a special meeting of the Board of Trustees shall be one-half of the number of Trustees from time to time serving. If less than a quorum of Trustees is present at any meeting, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. No notice of any adjourned meeting need be given if the time and place fixed at the adjourned meeting do not exceed seven days in any one adjournment.
e. Voting. Except as otherwise expressly provided by statute or by the Articles of Incorporation or by these By-Laws, the action of a majority of the Trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees.
Notwithstanding any other provision of these By-Laws, the Board of Trustees may not elect or remove from office any Trustee, Officer or Executive Board member, or approve any Executive Board resolutions that include By-Laws amendments or new mandatory financial assessments imposed upon Chapters, except upon the affirmative vote of two-thirds of the Trustees present at a meeting at which a quorum is present.
Any Trustee who is present at a meeting of the Board of Trustees at which action on any Association matter is taken shall be presumed to have assented to the action taken unless: (i) the Trustee’s contrary vote is recorded or otherwise entered in the minutes of the meeting; (ii) the Trustee files a written dissent to the action with the Secretary of the meeting before its adjournment; or (iii) the Trustee files a written dissent with the Chief Executive Officer within two days of the meeting’s adjournment.
f. Proxies; Electronic Voting. In any meeting of the Board of Trustees, a Trustee may vote by proxy executed in writing by the Trustee. Each such proxy shall be filed with the Secretary or the Chief Executive Officer before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution. The Board of Trustees may establish such rules and procedures as it deems appropriate from time to time to allow Trustees to vote on Board of Trustee matters electronically.
g. Informal Action by Trustees. Action taken by the Board of Trustees without a meeting is nevertheless the action of the Board of Trustees if: (i) the action in question is approved by a majority or such higher percentage of the Trustees that would be required for such action at a regular meeting; (ii) written consent to the action in question is signed by all the Trustees; and (iii) the consent is filed with the minutes of the proceedings of the Board of Trustees, whether done before or after the action so taken. Trustees who do not attend a meeting of Trustees which would have been valid but for a defect in the manner or timing of its call or notice shall be deemed to have ratified and approved all actions taken at such meeting, unless the Trustee files a written dissent to the action with the Chief Executive Officer with reasonable promptness after learning of the acts taken at such meeting. A person participating in a Board of Trustees meeting by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other shall be deemed present in person at such meeting. For purposes of this Section, a Trustee shall be deemed to have signed a written consent to any action if he or she provides the Board of Trustees with any written or electronic manifestation of his or her consent to that action.
Section 5. Resignation of Trustees. Any Trustee may resign at any time by giving notice thereof in writing to the Chief Executive Officer or Secretary. A Trustee’s resignation shall take effect at the time specified in the notice thereof, if any, otherwise upon its receipt by the Chief Executive Officer or Secretary; provided, however, if a Trustee’s resignation must be accepted before it is to become effective, the resignation shall take effect upon its acceptance by the Board of Trustees.
Section 6. Vacancies. If a Trusteeship becomes vacant by reason of the death, resignation, disqualification of a Trustee, an increase in the number of Trustees, or otherwise, the remaining Trustees shall continue to act; and such vacancy may be filled by the vote of a majority of the remaining Trustees at the next regular meeting of the Board of Trustees, or at a special meeting called for the purpose of filling such vacancy, even though the majority of the remaining Trustees would not otherwise be a quorum. The term of office of a Trustee chosen to fill a Trusteeship made vacant by the death, resignation or disqualification of a previous Trustee shall be the unexpired term of such previous Trustee.
Section 7. Compensation of Trustees. Trustees shall not receive any compensation for their services as such, although the Association may reimburse Trustees who are Government or Academic Members for reasonable and necessary expenses incurred in connection with attending meetings of the Members, Board of Trustees or any committee. In addition, the Association may enter into one or more transactions with a Trustee, a Trustee’s parent, spouse or child, or any such person’s parent, spouse or child (a "Trustee’s Relative"), an entity in which a Trustee or a Trustee Relative has a material financial interest, or in which a Trustee or a Trustee’s Relative is an Officer, Trustee, general or limited partner, member or manager (a "Trustee’s Related Party"), to provide goods or services to the Association, only upon: (a) the Trustee’s written disclosure of the material facts of the prospective transaction to the Executive Board; (b) the Trustee’s written disclosure of his or her relationship with the Trustee’s Relative or the Trustee Related Party, as the case may be, to the Executive Board; and (c) the majority vote of the Executive Board not having an interest in the prospective transaction, after receiving all required disclosures and determining that the prospective transaction is fair to the Association.
Section 1. Authority and Responsibility. The Association’s governing body is its Executive Board, which shall have supervision, control and direction of the Association’s affairs, its committees and publications, shall determine its policies or changes therein, and shall adopt its annual fiscal program and budget. The Executive Board shall actively prosecute the Association’s objectives and supervise the disbursement of its funds. The authority of the Executive Board shall, by way of illustration, and not of limitation, include the power to impose Member dues, special fees or assessments (subject to the limitations of Article IV, Section 5e); new mandatory financial assessments imposed upon Chapters (subject to the limitations of Article IV, Section 5e); promulgate standards for the formation and licensing of chapters and international affiliates; amend these By-Laws (subject to the limitations of Article X, Section 4); establish the Association’s policies and strategic initiatives; and purchase, sell, lease and sublease office space and other real property interests. The Executive Board may adopt such rules and regulations for the conduct of its business as it deems advisable from time to time.
Section 2. Number, Term of Office and Qualifications. The Executive Board shall consist of no fewer than twenty, but no more than twenty-three voting members, and one non-voting member. All voting Executive Board members must be Trustees, except for At-Large Executive Board members elected by the Nominations Committee in accordance with Article IV, Section 3 of these Bylaws, at the time of their nomination and each shall serve on condition that he or she remain a Member in good standing throughout his or her term of office. No Executive Board member need be a resident of Illinois. In all cases, the Executive Board members shall include the:
The Association’s Chief Executive Officer shall be a non-voting member of the Executive Board. All Executive Board members shall be Trustees. Each member of the Executive Board shall serve for a one-year term beginning with the first day of January of the calendar year following the date of the Annual Meeting.
No Executive Board member may serve more than six consecutive terms; provided, however, in the case of an Executive Board member who has: (i) provided exceptional service to the Association; and (ii) committed to continue such service for an additional term, the Executive Board, on the recommendation of the Nominations Committee, may waive the foregoing term limitation and allow the Executive Board member to serve an additional consecutive term or terms.
Section 3. Election of At-Large Members of Executive Board. The Board of Trustees shall elect up to three At-Large Executive Board members nominated by the Nominations Committee, and the Chapter Presidents’ Council shall elect up to three of its members whose terms as Chapter president expire by year-end as additional At-Large Executive Board members, to serve the following year. Such elections shall occur at their respective regular meetings at the Annual Convention of Members, or at such other time and place as the Executive Board may designate, either within or without the State of Illinois. If the Executive Board fails or refuses to designate a time or place for a regular annual meeting, the Trustees and the Chapter Presidents’ Council may elect the At-Large Executive Board members at a special meeting called for that purpose.
Section 4. Duties. The Executive Board members shall discharge the duties of their respective positions in good faith, and with the diligence and care which ordinarily prudent persons would exercise in similar circumstances in like positions. An Executive Board member may be removed from the Executive Board for cause by a two-thirds vote of the Board of Trustees voting at a regular or special meeting at which a quorum is present.
Section 5. Meetings of Executive Board.
a. Regular Meetings. The Executive Board shall meet at least six times every calendar year and shall endeavor that at least two of these meetings be in-person. The regular annual meeting of the Executive Board shall be held at the Annual Convention of Members, or at such other time and place as the Executive Board may designate, whether within or without the State of Illinois. If the Executive Board fails or refuses to designate a time or place for a regular annual meeting, the Chief Executive Officer or the Executive Board members may call a special meeting pursuant to the terms of Article IV, Section 5b, and the special meeting shall be treated for all purposes as the regular annual meeting of the Executive Board.
b. Special Meetings. A special meeting of the Executive Board may be called by the Chief Executive Officer or by the number of voting Executive Board members which is equal to one-third of the number of the voting Executive Board members then serving, and shall designate any reasonable time and place for the meeting, whether within or without the State of Illinois.
c. Notice of Meetings. The Chief Executive Officer or the Executive Board members calling a special meeting shall provide all Executive Board members with written notice of any meeting of the Executive Board, including the time and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, no less than twenty days nor more than sixty days prior to the meeting thereto. Any Executive Board member may waive notice of any meeting, and the attendance of an Executive Board member at a meeting shall constitute a waiver of notice of such meeting, except where an Executive Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
d. Quorum. The quorum for the transaction of business (i) at a regular meeting of the Executive Board shall be a majority of the number of voting Executive Board members from time to time serving; (ii) at a special meeting of the Executive Board shall be a majority of the number of voting Executive Board members from time to time serving; and (iii) at any meeting involving any of the specific matters described in Article IV, Section 5e (i) through (v), shall be three-quarters of the number of voting Executive Board members from time to time serving. If less than a quorum of Executive Board members is present at any meeting, a majority of the Executive Board members present may adjourn the meeting from time to time until a quorum shall be present. No notice of any adjourned meeting need be given if the time and place fixed at the adjourned meeting do not exceed seven days in any one adjournment.
e. Voting. Except as otherwise expressly provided by statute or by the Articles of Incorporation or by these By-Laws, the action of a majority of the Executive Board members present at a meeting at which a quorum is present shall be the action of the Executive Board. Notwithstanding any other provision of these By-Laws, the Executive Board may not (i) adopt a budget; (ii) impose special fees or assessments; (iii) promulgate standards for the formation and licensing of chapters and international affiliates; (iv) establish the Association’s policies and strategic initiatives; or (v) purchase, sell, lease and sublease office space and other real property interests, except upon the affirmative vote of three-quarters of the Executive Board members present at a meeting at which the quorum specified in Article IV, Section 5d(iii) is present. In addition, the Executive Board may not amend these By-Laws, impose new mandatory financial assessments upon Chapters, change Member dues, or change the allocation of contributions due to North American Chapters, except upon the affirmative vote of four-fifths of the Executive Board members present at a meeting at which the quorum specified in Article IV, Section 5d (iii) is present. Further, in order to enact amendments to these By-Laws or to impose new mandatory financial assessments, the Board of Trustees must approve the Executive Board action by a two-thirds vote achieved with a standard quorum.
Any Executive Board member who is present at a meeting of the Executive Board at which action on any Association matter is taken shall be presumed to have assented to the action taken unless (i) the Executive Board member’s contrary vote is recorded or otherwise entered in the minutes of the meeting, (ii) the Executive Board member files a written dissent to the action with the Secretary of the meeting before its adjournment, (iii) the Executive Board member files a written dissent with the Chief Executive Officer within two days of the meeting’s adjournment. An Executive Board member may dissent from an action taken by any committee of the Executive Board, but not thereafter formally considered by the Executive Board, filing a written objection with the Chief Executive Officer with reasonable promptness after learning of the committee action.
f. Informal Action by Executive Board Members, Committees or Subcommittees. Action taken by the Executive Board members or committee or subcommittee members without a meeting is nevertheless Executive Board, committee or subcommittee action if: (i) the action in question is approved by a majority or such higher percentage of the Executive Board members or the committee or subcommittee members that would be required for such action at a regular meeting; (ii) written consent to the action in question is signed by all the Executive Board members or committee or subcommittee members; and (iii) the consent is filed with the minutes of the proceedings of the Executive Board, committee or subcommittee, whether done before or after the action so taken. Executive Board members or committee or subcommittee members who do not attend a meeting of the Executive Board, committee or subcommittee which would have been valid but for a defect in the manner or timing of its call or notice shall be deemed to have ratified and approved all actions taken at such meeting, unless the Executive Board, committee or subcommittee member, files a written dissent to the action with the Chief Executive Officer with reasonable promptness after learning of the acts taken at such meeting. A person participating in an Executive Board or member committee or subcommittee meeting by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other shall be deemed present in person at such meeting. For purposes of this Section, Executive Board, committee or subcommittee members shall be deemed to have signed a written consent to any action if he or she provides the Executive Board, committee or subcommittee with any written or electronic manifestation of his or her consent to that action.
g. No Proxies; Electronic Voting Allowed. No Executive Board member may: (i) appear at any meeting by proxy; or (ii) vote on any matter by proxy. The Executive Board may establish such rules and procedures as it deems appropriate from time to time to allow Executive Board members to appear at meetings and vote on Executive Board matters electronically.
Section 6. Executive Board Member Resignations. Any Executive Board member may resign at any time by giving notice thereof in writing to the Chief Executive Officer or Secretary. An Executive Board member’s resignation shall take effect at the time specified in the notice thereof, if any, otherwise upon its receipt by the Chief Executive Officer or Secretary; provided, however, if an Executive Board member’s resignation must be accepted before it is to become effective, the resignation shall take effect upon its acceptance by the Executive Board.
Section 7. Vacancies. If an Executive Board position (other than an Officer position, addressed in Article VI, Section 7) becomes vacant by reason of the death, resignation, disqualification of an Executive Board member, an increase in the number of Executive Board members, or otherwise, the remaining Executive Board members shall continue to act; and such vacancy may be filled by the vote of the majority of the Board of Trustees at the next regular meeting of the Board of Trustees, or at a special meeting called for the purpose of filling such vacancy. The term of office of an Executive Board member chosen to fill an Executive Board membership made vacant by the death, resignation or disqualification of a previous Executive Board member shall be the unexpired term of such previous Executive Board member.
Section 8. Executive Board Member Compensation. Executive Board members shall not receive any compensation for their services as such, although the Association may reimburse Executive Board members who are Government or Academic Members for reasonable and necessary expenses incurred in connection with attending meetings of the Members, Executive Board or any committee. In addition, the Association may enter into one or more transactions with an Executive Board member, an Executive Board member’s parent, spouse or child, or any such person’s parent, spouse or child (an "Executive Board Member’s Relative"), an entity in which an Executive Board member or an Executive Board member’s Relative has a material financial interest, or in which an Executive Board member or an Executive Board member’s Relative is an Officer, director, general or limited partner, member or manager (an "Executive Board member’s Related Party"), to provide goods or services to the Association, only upon: (a) the Executive Board member’s written disclosure of the material facts of the prospective transaction to the Executive Board; (b) the Executive Board member’s written disclosure of his or her relationship with the Executive Board member’s Relative or the Executive Board Member Related Party, as the case may be, to the Executive Board; and (c) the majority vote of the Executive Board not having an interest in the prospective transaction, after receiving all required disclosures and determining that the prospective transaction is fair to the Association.
Section 1. Committees and Subcommittees. At the first meeting of the Executive Board in each calendar year, the President shall present for the Executive Board’s review and approval a roster of Executive Board and Member committees and subcommittees, other than the Certification Oversight Committee and the Chapter Presidents’ Council, and the chairs he or she recommends for each such committee and subcommittee. At least one member of each Executive Board committee included on the roster shall be an Executive Board member, and a majority of each Executive Board committee included on the roster shall be Executive Board members. The members of each Executive Board or Member committee or subcommittee included on the roster shall serve one-year renewable terms. Executive Board and Member committees and subcommittees included on the roster shall have only advisory powers and be guided by their mission statements and other specific charges as prescribed by the Executive Board. By resolution adopted by a majority of Executive Board members present at a meeting at which a quorum is present, the Executive Board may designate one or more additional Executive Board or Member committees or task forces as deemed necessary.
Section 2. Executive Board and Member Committees.
a. The Executive Board may establish the following additional Executive Board committees: (i) Strategic Planning; and (ii) Operations. Each Executive Board committee shall meet at least once each year, and shall endeavor that such meeting be in person. Each Executive Board committee shall also endeavor to set meetings at the same time and in the same location as other meetings of Members and Executive Board members are scheduled. The chairs of the Executive Board committees shall submit written progress and status reports to the Executive Board on a regular basis, and as requested from time to time by the President or Chief Executive Officer.
b. The Executive Board shall establish the following Member committees: (A) Chapter Presidents’ Council; (B) Chapter Resource and Response; (C) Audit; (D) Finance; and (E) Nominations. The Executive Board may also establish additional Member committees.
Section 3. Audit Committee. The Audit Committee shall consist of at least three Members of the Association, at least one of whom at any one time shall be a certified public accountant, and at least one of whom shall be a Trustee who is not then an Executive Board member.
Section 4. Operations Committee. The Operations Committee shall consist of the President, President-Elect, Chair, and Vice-President-Finance. The committee may invite such other individuals as deemed appropriate for consultation. The Operations Committee shall act in an advisory role to the Chief Executive Officer but shall have no authority to consider or establish any Association policy.
Section 5. Chapter Presidents’ Council. The Member committee known as the Chapter Presidents’ Council shall consist of all current Chapter presidents, and all current International Affiliate presidents. Each year, the Chapter Presidents’ Council shall elect one of its members to serve as the Vice Chair of the Chapter Presidents’ Council for the following year. After one year, the Vice Chair shall automatically succeed to the position of Chair. An individual may not serve as Chapter or Affiliate president while serving as Chair or Vice Chair. Both the Chair and the Vice Chair of the Chapter Presidents’ Council shall, by reason of his or her election to those offices, be voting Trustees and voting members of the Executive Board.
Section 6. Nominations Committee. The Member committee known as the Nominations Committee shall consist of five voting members, each of whom shall be a Trustee, but no more than two of whom shall be a member of the Executive Board. The Nominations Committee shall also include two non-voting members, one of whom shall be the Immediate Past Chair, who shall be the chair of the Nominations Committee, and the other of whom shall be the Chief Executive Officer. Notwithstanding the foregoing, the Immediate Past Chair may vote to break a tie in any vote for a nomination. The Nominations Committee may consult the Chair and President from time to time during the Nominations process.
At an Executive Board meeting prior to June 30 of each year, the Chair of the Executive Board shall present for the Executive Board’s review and approval a slate of proposed members of the Nominations Committee who shall consider nominees for the Executive Board and Board of Trustees for the following year.
The Nominations Committee shall nominate candidates for each: (a) Officers, other than the Vice President-Certification, who shall be nominated by the Certification Oversight Committee; (b) At-Large Trustees; and (c) the At-Large Executive Board members to be elected by the Trustees other than those elected by the Chapter Presidents’ Council.
At least fifteen days before the date of the regular meeting of the Board of Trustees typically scheduled for October, or if none, the next regularly conducted meeting of the Board of Trustees, the Chief Executive Officer shall provide each candidate with written notice of his or her nomination, including a copy of the Nominations Committee Report. Each year the President and the Vice President-Chapter Relations jointly shall submit a nomination for Chair of the Chapter Resource and Response Committee, who shall there by become an At-Large Trustee and an Executive Board member.
Nominations for At-Large Trustees and Executive Board memberships may also be made by forwarding the same to the Chief Executive Officer at least sixty days prior to the date of the Annual Convention. If the Annual Convention is not held in a given year, all references herein to the Convention shall instead refer to a regular or special meeting of the Board of Trustees to be held within the five-month period prior to the Annual Meeting of the Board of Trustees.
Section 7. Other Committees and Subcommittees. The Executive Board may: (a) eliminate such Executive Board or Member committees other than the Nominations Committee and the Audit Committee; and (b) establish such other Executive Board or Member committees as it deems appropriate from time to time. In addition, the Executive Board may establish, under the jurisdiction of any designated Executive Board committees, such subcommittees as it deems appropriate, which subcommittees may include members in addition to the members of the Executive Board committees. Notwithstanding the foregoing, the Executive Board may not eliminate the Board of Trustees, the Chapter Presidents’ Council, or the Certification Oversight Committee without the consent of two-thirds of their respective members.
Section 8. Limitation of Powers. The Executive Board shall not delegate, and no committee or subcommittee shall have authority to:
a. Adopt a plan for the distribution of the assets of the Association, or for its dissolution, merger or consolidation, or authorize the sale, lease or exchange of any interest in real property, or all or substantially all of the property of the Association.
b. Approve or recommend to the Members any act required by the Illinois Not For Profit Corporation Act to be approved by the Members.
c. Fill vacancies in any Executive Board or Member committees.
d. Remove any Executive Board or Member committee member, or elect, appoint or remove any member of any Executive Board or Member committee or subcommittee, or fix the compensation of any member of the Executive Board or Board of Trustees, or any committee or subcommittee.
e. Adopt, amend or repeal the By-Laws or articles of incorporation.
f. Impose Member dues, special fees or assessments.
g. Amend, alter, repeal or take any action inconsistent with any resolution or action of the Executive Board which by its terms shall not be amended, altered or repealed by action of a committee or subcommittee.
Section 9. Removal. Any member of any Executive Board or Member committee, or subcommittee thereof, other than the Certification Oversight Committee or any subcommittee thereof, may be discharged or removed only by action of a majority of Executive Board members present at a meeting at which a quorum is present.
Section 10. Committee Quorum: Manner of Acting. Except as otherwise specifically provided in these By-Laws, (a) a majority of the members of any Executive Board or Member committee or subcommittee shall constitute a quorum for the transaction of business; and (b) the action of a majority of the voting members of any committee or subcommittee present at a meeting of that committee or subcommittee at which a quorum is present shall be the action of the committee or subcommittee; provided, however, such committee or subcommittee may by a majority vote of its entire membership, establish a higher or lower quorum or supermajority voting requirement. An Executive Board or Member committee or subcommittee may act by unanimous consent in writing without a meeting.
Section 11. President and Chief Executive Officer as Non-Voting Members of All Committees. The President and Chief Executive Officer shall serve as non-voting members of each committee established by the Association, and may, at their discretion serve as non-voting members of each subcommittee established by any committee.
Section 1. Designations and Qualifications. Each elected Officer shall be an Association Trustee and a Member in good standing at the time of his or her election as an Executive Board member, and shall serve on condition that he or she remain a Member in good standing throughout the term of his or her office. The Officers of the Association shall be:
together with such other Officers as the Board of Trustees may appoint in accordance with the provisions of this Article. If necessary for the efficient and economic operation of the Association, one individual may be elected to and hold more than one office, provided however there must at all times be no fewer than two Officers. No Officer shall sign or execute any document in more than one capacity or otherwise act in more than one capacity where action of two or more Officers is required. If no Chief Executive Officer is appointed by the Board of Trustees, any actions to be taken by or notices given to the Chief Executive Officer pursuant to the By-Laws shall be taken by or given to the President. If there is no elected President and such Officer is required by law to execute documents or take other action on behalf of the Association, the Chief Executive Officer shall be deemed President of the Association.
Section 2. Election, Term of Office and Qualifications. Other than the Vice President-Certification, each Officer, the Chief Executive Officer and any subordinate Officers or agents appointed pursuant to Article VI, Section 3, and up to three At-Large Executive Board members, shall be elected by the Board of Trustees at any regular or special meeting held within the five-month period preceding an annual meeting of the Board of Trustees and shall hold office for a one-year term beginning with the first day of January of the calendar year following the date of such annual meeting or until a successor shall have been duly chosen and qualified or until the Officer’s death, resignation or removal from office. The Vice President-Certification shall be elected by the Certification Oversight Committee pursuant to Article VII, Section 4.
Section 3. Chief Executive Officer and Subordinate Officers and Agents. The Board of Trustees from time to time may appoint a Chief Executive Officer and other Officers or agents, each of whom shall hold the office for such period, have such authority, and perform such duties as the Executive Board from time to time may determine. The Board of Trustees may delegate to any Officer or agent the power to appoint any subordinate Officer or agent. The Executive Board will prescribe his or her respective authority and duties of any subordinate Officers and agents. The Chief Executive Officer shall report activities undertaken by them at each meeting of the Executive Board and Board of Trustees. Any participation on a committee by them shall be without vote.
Section 4. Duties of Officers.
a. Chair of the Executive Board. The Chair of the Executive Board shall be the principal spokesperson for the Association and shall preside at all meetings of the Members, Board of Trustees, and at Association conferences. The Chair shall be a voting member of the Board of Trustees and the Executive Board and shall perform such other duties and have such other powers as may from time to time be assigned by the Executive Board.
b. President. The President shall be the chief elected Officer of the Association, shall preside at all meetings of the Executive Board and the Operations Committee and be a voting member of the Board of Trustees and the Executive Board, shall make appointments to all committees in accordance with these By-Laws, shall decide all questions of order, and shall have overall accountability for the Association’s fiscal affairs. The President shall be a member, without vote, of all other committees (other than the Nominations Committee) and shall perform such other duties and have such other powers as may from time to time be assigned by the Executive Board. The President shall also have the authority delegated to the Chair and, in case of the inability of the Chair to perform the duties of his or her office, the President shall assume full duties until the next election.
c. President-Elect. In the absence of the President at any function calling for an appearance by the President, the President-Elect shall perform the duties of the President at that function. In the event of the President’s resignation, death, suspension, removal, or refusal to act, the President-elect shall assume the office of President, with all of its powers, duties, and restrictions. The President-Elect shall perform such other duties as from time to time may be assigned by the President or by the Executive Committee of the Board. The President-Elect shall be elected for a one-year term at the Annual Meeting. At the completion of such one-year term, the President-elect shall become President without further action or vote.
d. Chief Executive Officer. The Chief Executive Officer shall be the Association’s principal administrative Officer. The Chief Executive Officer shall be a salaried employee of the Association in charge of the daily administrative matters and operations of the Association, and shall perform such other duties and have such other powers as may from time to time be assigned by the Executive Board or the President. The Chief Executive Officer shall be specifically responsible for all management operations, business affairs and property, shall manage and direct all activities of the Association as prescribed by the Executive Board and serve as a non-voting member of the Board of Trustees and Executive Board, shall employ and may terminate members of the staff, fix their compensation within approved budget guidelines, supervise and evaluate their performance, establish titles and delegate responsibilities as determined by the Chief Executive Officer to be in the best interests of the Association, and shall function as assistant Secretary or assistant Vice President-Finance at the discretion of the Executive Board.
e. President-Elect and Vice Presidents. The President-Elect and thereafter the other Vice Presidents, not including the Vice President of Finance, in order of their seniority in any capacity as an Officer, shall, in the absence of the President, perform the President’s duties. Seniority shall be determined first by tenure as an Officer, then by length of service as an Executive Board member.
The Vice President-Education shall be responsible for initiating and/or developing educational programs to benefit Members directly, and programs to offer at the local and regional level. The Vice President-Education shall appoint a Chapter Educational Liaison to develop and encourage the sharing of best educational practices amongst the chapters. The Vice President-Education shall be a non-voting member of any committee planning any international conferences, but, unless otherwise authorized by the Executive Board or such committee, shall not have primary responsibility to develop content at any such conference.
The Vice President-Conferences shall be responsible for organizing and overseeing all of the Association’s international conferences and the committees supporting those international conferences, and will act as a liaison on behalf of the Association for all regional conferences.
The Vice President-Diversity, Equity, and Inclusion (DE&I) shall be responsible for initiating and/or the development of the diversity, equity, and inclusion initiatives and activities of TMA. The Vice President of DE&I will perform such duties in conjunction with TMA’s Diversity, Equity, and Inclusion Committee.
The Vice President-Finance shall be responsible for overseeing the funds, securities, receipts and disbursements, and the Association’s investment policy, and shall supervise the Finance Committee.
The Vice President-Membership shall be responsible for organizing and overseeing all membership administration and member services, and shall have supervisory responsibility for the various Membership Administration and Member Services and Programs Committees.
The Vice President-Communications shall be responsible for organizing and overseeing the Association’s activities in promoting the corporate renewal and turnaround management profession, and shall have supervisory responsibility for Communications Committees.
The Vice President-Chapter Relations shall be responsible for monitoring the performance of the Chapters, supervising the Chapter Resource and Response Committee and the Chapter Presidents’ Council.
The Vice President-International Relations shall be responsible for promoting the Association’s international presence and shall have supervisory responsibility for all such activity.
The Vice President-Certification, subject to the direction and control of the Certification Oversight Committee, shall supervise the Association’s activities to: (a) encourage turnaround and other eligible corporate renewal professionals to attain the Certified Turnaround Professional (CTP) designation; (b) establish and maintain standards for individuals seeking CTP designation; (c) set continuing education and periodic recertification standards for CTP designation holders; (d) upon the recommendation of the Standards Subcommittee (as defined in Article VII, Section 7), issue CTP certificates to individuals meeting the CTP standards; (e) establish and maintain a disciplinary mechanism for CTP designation holders; (f) market and promote the value of the CTP designation to practitioners, consumers, potential clients and other interested parties; and (g) set the application and renewal fees ("Fees") for CTP applicants and designation holders.
Any Vice President shall perform such other duties and have such other powers as may from time to time be assigned by the Executive Board or the President.
f. Vice President-Finance. If required by the Executive Board, the Vice President-Finance shall give a bond for faithful discharge of the Officers’ duties, in such sum and with such surety or sureties as the Executive Board shall determine the cost of such bond to be borne by the Association. The Vice President-Finance shall prepare, in coordination with the Chief Executive Officer, the Association’s proposed annual fiscal program and proposed budget for review and approval by the Executive Board. The Vice President-Finance shall provide for an annual audit of all bills, disbursements and accounts of the Association, shall monitor the Association’s sponsorship and fund development programs, develop and maintain the Association’s investment policies, and perform such other duties as may be assigned by the Executive Board or the President. Specifically, the Vice President-Finance shall perform or cause to be performed the following duties: (i) have custody of and be responsible for all funds and assets of the Association; receive and give receipts for moneys due and payable to the Association from any source and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected by the Executive Board; (ii) pay all of the Association’s proper bills; (iii) at each meeting of the Executive Board, or upon its request, present for consideration a written report of the Association’s financial status and operations; (iv) prior to the Annual Convention , have the financial records and affairs audited and certified by the auditor selected by the Executive Board at the last Annual Meeting of the Executive Board; and (v) act as and perform all duties incident to the office of Treasurer under Illinois law. Notwithstanding any other provisions of these By-Laws, the person or entity performing any audit of the Association’s financial records and affairs shall be other than the Association’s regularly employed accountants or any other person or entity who or which originally prepared any such records.
g. Secretary. The Secretary shall be responsible for the administrative affairs of the Association, serving as custodian of all records, books, reports, minutes, documents and the seal of the Association, shall ensure that all provisions of the By-Laws and other Association governing policies are accurately and faithfully administered, from time to time audit the affairs of the Association’s various Executive Board and Member committees and subcommittees, and perform such other duties as may be assigned by the Executive Board or the President.
h. Immediate Past Chair. The Immediate Past Chair shall be a voting member of the Board of Trustees and the Executive Board. In addition, the Immediate Past Chair shall serve as chair of the Nominations Committee and of the Cornerstone Endowment Council, and shall perform such other duties and have such other powers as may from time to time be assigned by the Executive Board.
Section 5. Removal. The Officers specifically designated in Article VI, Section 1, other than the Vice President-Certification, may be removed, either with or without cause, by vote of a majority of the whole Board of Trustees at a special meeting of the Board of Trustees called for that purpose. The Officers appointed in accordance with Section 3 of this Article may be removed, either with or without cause, by the Board of Trustees, by a majority vote of the Trustees present at any meeting. The removal of any person from office shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create contract rights.
Section 6. Resignations. Any Officer, other than the Vice President-Certification, may resign at any time by giving written notice to the Executive Board or to the Chief Executive Officer or the Secretary or if appointed by an Officer or agent in accordance with this Article VI, by giving written notice to the Officer or agent who made such appointment. Any such resignation shall take effect upon its being accepted by the Executive Board or by the Officer or agent appointing the person so resigning. The Vice President-Certification may resign at any time, but only by giving written notice to the Certification Oversight Committee, and any such resignation shall take effect upon its being accepted by the Certification Oversight Committee. If any resignation under this Article VI, Section 6, is not accepted, the resigning Officer may nevertheless resign from and be held harmless from the execution of the Officer’s duties thirty days after providing written notice of such resignation.
Section 7. Vacancies. A vacancy in any office, other than the office of the President, because of death, resignation, removal, or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Article VI, Section 2; provided, however, should the position of President become vacant for any of the foregoing reasons, that role shall be filled by the President-Elect, and the role of President-Elect shall remain vacant until the subsequent year’s nominations cycle, and chosen in due course in that cycle.
Section 8. Duties of Officers May Be Delegated. Other than the Vice President-Certification, in case of the absence of any other Association Officer or for any other reason that the Executive Board may deem sufficient, the Executive Board may delegate the powers or duties of such Officer to any other Officer or to any Executive Board member for the time being provided a majority of the entire Executive Board concurs therein.
Section 9. Salaries of Officers. The Chief Executive Officer and any other non-Member Association Officers may receive such salary for their services as the Executive Board determines reasonable. The Executive Board may delegate to any Officer who has been given power to appoint subordinate Officers or agents the authority to fix the salaries or other compensation of any such Officers or agents appointed by him or her, within established budgetary guidelines.
Section 10. Loans and Guaranties. No loan, guaranty, or other form of security shall be made or provided by the Association to or for the benefit of its Officers or employees.
Section 1. Certification Oversight Committee - Creation and Purpose. The Association shall create a committee comprised of Association Members to be known as the Certification Oversight Committee ("COC"). The COC shall organize and oversee aspects of the Certified Turnaround Professional (CTP) designation as outlined below: (a) encourage turnaround and other eligible corporate renewal professionals to attain the CTP designation ; (b) establish and maintain standards for individuals seeking CTP designation; (c) set continuing education and periodic recertification standards for CTP designation holders; (d) upon the recommendation of the Standards Subcommittee (as defined in Article VII, Section 7), issue CTP certificates to individuals meeting the CTP standards; (e) establish and maintain a disciplinary mechanism for CTP designations holders; (f) market and promote the value of the CTP designation to practitioners, consumers, potential clients and other interested parties; and (g) set the Fees for CTP applicants and designation holders.
Section 2. Members. The COC shall consist of at least seven, but not more than twenty-one members. The COC shall be Association Members. The number and identity of the COC members shall be fixed from time to time by the COC members at a regular or special meeting called for that purpose; provided, however, the COC members may not reduce their number so as to shorten the term of any then serving member. All turnaround practitioners and advisors who are COC members shall hold the Certified Turnaround Professional designation (“CTP”).
Except as provided in Article VII, Section 3, each COC member shall be elected to a three year term, and unless the number of COC members is reduced as of the expiration of his or her term of office, each COC member shall continue to serve until his or her successor is elected and qualified. No COC member may serve more than two successive terms, except that (a) a member elected to fill the unexpired term of another member may serve for both the remainder of the unexpired term and for two successive additional terms, and (b) if the COC expressly determines that it will be in the best interest of the COC and the Association for a particular COC member to continue serving for more than two successive terms, the COC may, by a two-thirds majority vote, elect that member to serve one or more additional successive terms.
Only one person employed by, holding an ownership interest in, or acting as a director, Officer or other fiduciary position in, any business or other entity shall serve on the COC at any one time. If after election to the COC, a COC member becomes employed by, obtains an ownership interest in or begins acting as a director, officer or other fiduciary position in, a business or other entity one of whose other employees, owners, directors, officers or other fiduciaries is already a COC member, then at the next COC meeting, the COC member most recently acquiring the status as employee, owner, director, Officer or other fiduciary shall be deemed to have resigned as a COC member unless, prior to such meeting, either the other COC member shall have submitted his or her resignation from the COC or his or her term shall have expired.
Section 3. Officers. At a special meeting called each year, the COC shall elect for the following year, a Chairman, a President, any number of Vice Presidents, and a Secretary. Each Officer shall serve for a one year term or until his or her successor shall be elected and qualify.
The Chairman of the COC shall be an Association Member and shall preside at meetings of the COC. The Chairman of the COC, rather than any COC vice president, shall perform the duties of the President of the COC if the President is absent or is otherwise unable to perform his or her duties as President.
The President of the COC shall be an Association Member, and, by virtue of his or her election as President of the COC, be elected as the Association’s Vice President-Certification. The President of the COC shall, on a regular basis, provide the Board of Trustees and the Executive Board with written status and progress reports.
The President of the COC shall, subject to the COC’s direction and control, supervise and direct all of its activities to: (a) encourage turnaround and other eligible corporate renewal professionals to attain the CTP designation; (b) establish and maintain standards for individuals seeking CTP designation; (c) set continuing education and periodic recertification standards for CTP designation holders; (d) upon the recommendation of the Standards Subcommittee, issue CTP certificates to individuals meeting the CTP standards; (e) establish and maintain a disciplinary mechanism for CTP designation holders; (f) market and promote the value of the CTP designation to practitioners, consumers, potential clients and other interested parties; and (g) set the Fees for CTP applicants and holders.
The President of the COC shall preside at meetings of the COC if the Chairman is absent or is otherwise unable to perform his or her duties as Chairman.
The Vice Presidents shall assist the President in the discharge of such duties of the President as the President may direct and shall perform such other duties as may be assigned from time to time by the President or the COC.
In all cases, the chair of the Standards Subcommittee shall be a Vice President of the COC.
The Secretary shall keep minutes of the meetings of the COC in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, these By-Laws and any internal rules the COC may adopt; shall be the custodian of the COC’s records; shall keep a record of the mailing address of each COC member and Officer; shall have charge of the registry of all persons holding current certificates as Turnaround Professionals and of all persons whose certificates have lapsed or been revoked; and, in general, perform all duties customarily incident to the office of the Secretary, and such other duties as may be assigned from time to time by the President or the COC.
The COC President, or his or her designee, shall be a standing member of the Association’s Education Oversight Committee. The COC will have the right to designate two ex-officio members of the Association Conference Planning Committee.
Section 4. Removal. A COC member or Officer may be removed by a vote of two-thirds of the other COC members at a special meeting called for that purpose.
Section 5. Vacancies. The COC members may at an annual meeting or a special meeting called for that purpose elect a successor member or Officer to fill the unexpired term of a COC member Officer who dies, resigns or otherwise ceases to serve during his or her term.
Section 6. Certification and Certificates. The COC may, on the recommendation of the Standards Subcommittee, issue certificates to applicants who fulfill the prerequisites for and receive a passing score on the CTP certification examinations, and shall prescribe procedures for the issuance and revocation of the certification.
Section 7. Subcommittees. The COC shall create and maintain a Standards Subcommittee which shall include as subcommittee members, the President of the COC, and such other COC members as the COC from time to time determines. All turnaround practitioners and advisors serving on any subcommittee shall hold the Certified Turnaround Professional designation (“CTP”).
The Standards Subcommittee shall review and approve, reject or defer the applications of all applicants for the CTP designation, and review questions as to certification, in accordance with such rules and regulations relating to granting and maintaining certification as the COC may adopt. The Standards Subcommittee shall also establish and maintain ethical and other professional standards for individuals holding the CTP designation, shall have the authority to investigate confidentially any allegation that a Certified Turnaround Professional has violated the standards so established, and to implement confidentially appropriate disciplinary measures against turnaround professionals found to have violated those standards.
The COC may create other subcommittees as it deems appropriate.
Section 8. Finances. The COC shall set the annual application and renewal Fees for CTP applicants and designation holders. Subject to the Association budgeting process and its Chief Executive Officer’s oversight the COC will have the discretion to expend these funds in support of its mission.
Direct expenses and staff time expended in direct support of the COC and its activities as outlined in Article VII, Section 1 will be charged to the COC program budget and supported by the Fees. These expenses will be established each year through the Association’s regular budgeting process.
Beginning January 1, 2013, the Association will establish a “Board Designated Fund” for the COC Program in the amount of $250,000. The COC may draw upon these funds, subject to the Association’s regular budget process, to support its activities as outlined in Article VII, Section 1. Beginning January 1, 2013, some or all of the COC program surpluses or all of the program losses in a given fiscal year will be designated to this fund at the end of said fiscal year. The COC Board Designated Fund’s total value may not exceed $300,000. The fund will expire at the end Fiscal Year 2020 and the COC will be fully integrated into the Association’s budgeting process and any deficits must be approved through the regular annual budgeting process.
Section 9. Association Staff Support. The Association’s Chief Executive Officer, or his/her designee, shall serve as the primary staff liaison to the COC and will ensure that the Association’s staff resources are properly assigned to support the efforts of the COC.
The Association will provide, at no charge to the COC program, all other required staff support not covered under Section 8.
Section 10. The Association’s Commitment to the CTP. The Association will remain committed to continuing and supporting the CTP and will provide the education and testing required to attain the CTP designation. The Association will offer no other certification or designation that is promoted and/or positioned as superior to or higher than the CTP designation. The CTP program may be terminated only by the affirmative vote of no less than two-thirds of its members of both the Board of Trustees and the Executive Board present at regular or special meetings thereof at which a quorum is present.
Section 1. Contracts. Except as otherwise provided in these By-Laws, the Executive Board may authorize any Officer or Officers, agent or agents to enter into any contract or to execute or deliver any instruments on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name, unless and except as authorized by a majority of the entire Executive Board. Any Officer or agent of the Association specifically authorized may affect loans or advances for the Association and for such loans and advances may make, execute and deliver promissory notices, bonds or other evidence of indebtedness of the Association. Any Officer or agent who is specifically authorized may mortgage, pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Association any real property and all stocks, bonds, other securities and other personal property at any time held by the Association, and to that end may endorse, assign and deliver the same, and do every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances.
Section 3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or trust companies or other depositories as the Executive Board may select, or as may be selected by any Officer or Officers, agent or agents of the Association to whom such power has from time to time been given by the Executive Board.
Section 4. Checks, Drafts, Etc. All notes, drafts, acceptances, checks and endorsements, authorizations for payment orders, electronic funds transfers, or other evidence of indebtedness (collectively, "payment instruments") shall be signed or otherwise authorized by the Chief Executive Officer and by another Officer, or in such other manner as the Executive Board from time to time may determine; provided, however, payment instruments for amounts of $5,000 or less may be signed or otherwise authorized by the Chief Executive Officer or by the President or Vice President of Finance or other individual designated by the Executive Board; and further provided, however, payroll instruments and withholding deposits aggregating $5,000 or more may be signed or otherwise authorized by any Association employee designated by the Chief Executive Officer and the President.
Endorsements for deposit to the credit of the Association in any of its duly authorized depositories will be made by the Chief Executive Officer or Vice President-Finance or by any Officer or agent who may be designated by resolution of the Executive Board in such manner as such resolution may provide.
Section 5. Gifts. Except as otherwise provided in these By-Laws, the Executive Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the Association.
Section 1. Statement of Purpose. The Association is organized exclusively for the purposes specified in Article I hereof and any purpose appropriate for a "business league" as such term is defined within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(6). No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its Members, Trustees, Executive Board members, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and reasonable reimbursements for expenses advanced or incurred on behalf of the Association, and to make payments and distributions in furtherance of the purposes set forth hereinabove. The Association is not organized for profit, or to engage in any activities ordinarily carried on for profit. Notwithstanding any other provision of these By-Laws, the Association shall not carry on any other activities not permitted to be carried on by an association exempt from federal income tax under Section 501(c)(6).
Section 2. Method of Distribution of Assets Upon Dissolution. In the event of the dissolution of the Association, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the Executive Board shall, as it determines after paying or making provision for payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes within the intention of Section 501(c)(6). Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Section 1. Corporate Seal. The Association may, but need not have a seal. If the Association elects to have a seal, it shall be in such form as shall be approved from time to time by the Executive Board.
Section 2. Fiscal Year. The fiscal year of the Association shall end on December 31 of each year unless changed by resolution of the Executive Board.
Section 3. Waiver of Notice; Electronic Notice. Whenever any notice is required to be given under the provisions of the Illinois Not for Profit Corporation Act, of the Articles of Incorporation, or of the By-Laws of the Association, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be equivalent to the giving of such notice. Whenever any notice or other action is required under the Illinois Not for Profit Corporation Act, the Articles of Incorporation, or the By-Laws of the Association, to be "written", to be "in writing", to have "written consent", to have "written approval" and the like by or of Members, the Board of Trustees, the Executive Board, and committees, such notice or action shall include any communication transmitted or received by electronic means.
Section 4. Amendments to By-Laws. These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a majority of Members, as provided in Article II, Section 4a.
In addition, these By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted in accordance with the procedures set forth in this Article X, Section 4. The Executive Board may, by the affirmative vote of no less than four-fifths of its members present at a regular or special meeting at which a quorum is present, adopt a resolution to alter, amend, repeal or adopt new By-Laws. Whereupon, the Board of Trustees, at its next regular or special meeting at which a quorum is present, shall then resolve whether or not to adopt the Executive Board resolution, as originally adopted by the Executive Board, or as amended by the Board of Trustees, which resolution shall require the affirmative vote of no less than two-thirds of the Trustees present at the meeting. If the Board of Trustees adopts the Executive Board resolution as originally adopted, that resolution shall be effective as of the date of the Board of Trustees resolution, or, at such other date as may be provided for in the resolution. If the Board of Trustees amends the Executive Board resolution, the Executive Board, at its next regular or special meeting at which a quorum is present, shall resolve whether or not to adopt the resolution, as amended by the Board of Trustees, which resolution shall require the affirmative vote of no less than four-fifths of the Executive Board members present at the meeting. If the Executive Board adopts the resolution, as amended by the Board of Trustees, that resolution shall be effective as of the date of the second Executive Board resolution, or, at such other date as may be provided for in the resolution. In all cases, at least twenty-one days notice in writing shall be given of the intention to alter, amend, or repeal or to adopt new By-Laws.
Section 5. Books and Records. The Association shall keep and maintain correct and complete books and records of account and shall keep and maintain minutes of the proceedings of its Members, Board of Trustees, Executive Board and committees. It shall keep and maintain at its registered office or at the office of the Chief Executive Officer a record of the names and addresses of all Members. All books and records of the Association may be inspected and copied by any Members, or their agents or attorneys, for any proper purpose at any reasonable time upon prior written application to the Executive Board.
Section 6. Officer, Executive Board Member, Trustee, Employee and Agent Indemnification.
a. The Association shall indemnify any present or former Trustee, Executive Board member or Officer of the Association, or any of its committees or subcommittees, or any member of any committee or subcommittee, whether or not such committee or subcommittee members are Association Members, and any employee or agent of the Association or any of its committees or subcommittees (individually, each an "Indemnifiable Person"), against liabilities and reasonable litigation expenses, including attorneys’ fees, incurred by the person in connection with any action, suit or proceeding in which he or she is made or threatened to be made a party by reason of being or having been such Trustee, Executive Board member, Officer, committee or subcommittee member, employee or agent, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of duty. With approval of the majority of the full Executive Board, the Association may purchase and maintain insurance on behalf of any person who is or was an Indemnifiable Person against any liability asserted against the person and incurred by such person in such capacity, or arising out of the person’s status as such, whether or not the Association, or any committee or subcommittee would have the power to indemnify the Indemnifiable Person against such liability. Expenses incurred by an Indemnifiable Person in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized by the Executive Board in the specific case upon receipt of an undertaking by or on behalf of the Indemnifiable Person to repay such amount unless it shall be ultimately determined that the Indemnifiable Person is entitled to be indemnified by the Association as authorized by the Illinois Not For Profit Act or as authorized in these By-Laws.
b. Any Indemnifiable Person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, not brought by the Association nor brought by any party seeking derivatively to enforce a liability of such Indemnifiable Person to the Association, shall be entitled to indemnification or reimbursement by the Association for any expenses, including attorneys’ fees, or any liabilities which may have been incurred in consequence of such action, suit or proceeding, under the following conditions:
(1) If the Indemnifiable Person is wholly successful in the defense on the merits, or if the proceeding is an administrative or investigative proceeding which does not result in the indictment, fine or penalty of the Indemnifiable Person, he or she is entitled to reimbursement from the Association of all reasonable expenses of defense or participation, including attorney fees.
(2) If the Indemnifiable Person is wholly successful in the defense otherwise than solely on the merits, the Association may pay or agree to pay the Indemnifiable Person such expenses of defense or participation, including attorney fees, as the Executive Board in good faith deems reasonable, regardless of any adverse interest of any or all of the Executive Board members.
(3) If the Indemnifiable Person is not wholly successful or is unsuccessful in the defense or, with the proceeding to which the Indemnifiable Person is a party results in indictment, fine or penalty, the Association may pay or agree to pay, in whole or in part, such expenses of defense or participation, including attorneys’ fees, and the amount of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable if:
(A) the plan for such payment is approved by a consent in writing signed by all the Members; or
(B) the plan for such payment is sent to the Members, with notice of a Members meeting, either annual or special, to be held to take action thereon and at such meeting the plan is approved by a two-thirds majority vote of the Members present exclusive of those Members who would be benefited by the plan if approved; or
(C) a two-thirds majority of a quorum consisting of Executive Board members who are not parties to such action, suit or proceeding determine that the Indemnifiable Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Association’s best interests, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, after determination of the Executive Board members, the Association, no later than sixty days before any payment or agreement to pay is made, sends to all Members of record on a record date no more than ten days prior to the date of mailing, at their registered addresses, a statement specifying persons to be paid, the amounts to be paid and the nature and status of the suit or proceedings at the time of mailing; or
(D) in a proceeding brought by the Indemnifiable Person for such determination in the superior court of the district in the state where the Association has its registered office, it is determined that the Indemnifiable Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Association’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In such proceeding, the court in its discretion may order notice thereof to be sent to any Members in any manner or form as it may deem appropriate at the Association’s expense. The court may allow all Members so notified to be heard in opposition to the determination requested.
c. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnifiable Person did not act in good faith and in a manner which he or she reasonably believed to be in the Association’s best interests, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
d. When an Indemnifiable Person is sued, alone or with others, in the courts of Illinois, in any action seeking to establish the Indemnifiable Person’s liability to the Association arising out of his or her alleged dereliction of duty to the Association or any of its committees or subcommittees, he or she shall in turn be entitled to indemnification or reimbursement from the Association for so much of the expenses of defense, including attorneys’ fees, as the court in its discretion, upon motion for indemnification or reimbursement, duly made in such action, finds to be reasonable, if: (i) the Indemnifiable Person is successful in whole or in part in the action against him or her or in any settlement thereof and the court finds that his or her conduct fairly and equitably merits such relief; or (ii) the court finds, despite the adjudication of liability, that the Indemnifiable Person has acted honestly and reasonably and that, in view of all the circumstances of the ease, his or her conduct fairly and equitably merits such relief.
e. When such action is brought in a state other than Illinois and the result thereof is as would have entitled the defendant Indemnifiable Person to make a motion in the cause for Indemnification or reimbursement of the Indemnifiable Person’s expenses of defense if the action had been brought in Illinois, but no such relief is available in the state in which the action is actually brought, the defendant Indemnifiable Person may bring a separate action against the Association in Illinois for such indemnification or reimbursement as he or she might have recovered had the suit against him or her been brought in Illinois. Notice of said action for indemnification or reimbursement shall be sent, in such form as the court may approve and at the Association’s expense, to the party or parties plaintiff in the prior action who shall be entitled to be heard. The court may in its discretion order notice of the claim thereof to be sent to the Members in such manner and in such form as it may approve, at the Association’s expense. All Members so notified may be heard in opposition to the relief requested.
f. As used in this Section, the term "person" includes the legal representative of such person.
Section 7. Gender. All language used in these By-Laws is intended to be gender neutral.
Section 8. Notice. Any notice required under and provision of these By-Laws may be provided by any means reasonably likely to be received by the intended recipient, including mail, fax, email, printed notice in an Association publication or posting on the Association’s website.
Section 1. How Constituted. An Association Chapter is a local branch of the Association in the United States or Canada, operating within a designated geographical area over which it has responsibility in accordance with a specific authorization from the Association. A Chapter shall indemnify and hold harmless the Association for any act of the Chapter. Each Chapter shall organize as a not-for-profit entity in accordance with applicable state or provincial laws and shall conduct its activities and programs in compliance with all state, provincial, federal and national laws and regulations. Upon the dissolution of any Chapter for any reason, if no other provisions have been made regarding the disposition of its assets, all of its assets remaining after the satisfaction of all of its obligations shall revert to the Association upon the expiration of one hundred twenty days from the date of its dissolution.
Section 2. Establishment of Chapters. The Executive Board is authorized to charter a Chapter in any area in the United States or Canada, thereby conferring on said Chapter the right to use the name and seal of the Turnaround Management Association; provided however, any such authorization shall be conditional upon such Chapter’s agreement to abide by the regulations and requirements for the conduct of the Association’s Chapters as adopted from time to time by the Executive Board; and provided further, that such Chapter satisfies all of the requirements set forth in this Article XI.
Section 3. How Formed. Any group of ten or more Members of the Turnaround Management Association may petition the Association for a charter to operate a Chapter. The petition shall be forwarded to the office of the Association’s Chief Executive Officer for approval by the Executive Board, and shall contain the following:
a. Proposed name of Chapter.
b. Description of the geographical boundaries of the proposed Chapter. The area over which a chapter may have jurisdiction shall not conflict with the area of any existing Chapter. In the event of a conflict it must be resolved by: (i) a revision of the area described in the petition to eliminate the conflict; or (ii) written consent of the existing Chapter with which there is a conflict to a revision of its area of jurisdiction, together with a description of the area as it would be established after revision.
c. Names, addresses and designations of the proposed Officers, pro tempore.
d. Personal signatures of at least ten persons who are Active Members of the Turnaround Management Association, who propose to form the Chapter and who are working within the described area.
e. A copy of the Certificate of Incorporation or similar fundamental document and of the By-Laws or similar governing document which the proposed Chapter will adopt upon approval of the petition.
Section 4. How Maintained. Acceptance of a charter from the Association shall constitute acceptance by the Chapter of the principles established in the Association’s By-Laws and adoption of the following minimum standards:
a. Chapter By-Laws, rules, regulations and policies must be consistent with the Association’s By-Laws, rules, regulations and policies, and must provide that no person may serve as chief Officer for more than two consecutive years, although provision may be made for a person to serve again as chief Officer after an absence from such office for at least one year.
b. All obligations created by a Chapter or by any of its Officers shall be solely the responsibility of the Chapter.
c. Persons eligible for membership in the Association and Members may participate in both the Association and the local Chapter thereof; membership in the Association being a prerequisite for active leadership and participation in the Chapter. New Members upon joining the Association shall be referred to the Chapter appropriate to their geographic location if one is available. If none is yet available, they may join the Chapter of their choice, if desired.
d. At least three Chapter meetings per year shall feature educational programs as part of the activities and each Chapter and the Association shall use best efforts to arrange for an Association Officer or staff member to attend at least one Chapter meeting per year.
e. A roster of at least twenty-five Members.
f. The Secretary of every Chapter is encouraged to notify the Association’s Chief Executive Officer of each Chapter meeting at least fifteen days in advance of the date of the meeting and is encouraged to furnish the Chief Executive Officer with a report of the meeting.
g. The President of the Chapter shall no later than 60 days after the conclusion of the previous year, file with the Chief Executive Officer the Annual Report of the Chapter’s activities for the year then ending.
h. All Chapter Officers shall be Association Members in good standing.
i. Any change or amendment of a Chapter charter shall require advance approval of the Executive Board, under whose authority such charters are granted and controlled.
Section 5. Loss of Charter. In the event a Chapter shall fail to maintain its charter in accordance with Article XI, Section 4 during any one year, the Association’s Chief Executive Officer shall submit the matter to the Executive Board at its first following meeting, and invite representatives of the Chapter to attend. If the Chapter is still active or can become active and maintain the minimum standards, it shall be granted an extension of time as set by the Executive Board in which to comply with the required minimum standards. If it should then fail to establish the minimum standards, its charter shall be suspended until compliance can be accomplished. If the Chapter is inactive and shows no promise of becoming active or if it should decline to establish the required minimum standards, its charter then shall be rescinded. A Chapter having had its charter rescinded may, after complying with Section 4 of this Article for one year or longer, petition the Association for reinstatement of its charter.
Section 1. How Constituted. An International Affiliate of the Association is an entity operating in a designated geographical area outside the United States and Canada over which the International Affiliate has responsibility in accordance with a specific authorization from the Association. An International Affiliate shall indemnify and hold harmless the Association for any act of the International Affiliate. An International Affiliate shall organize as a not-for-profit entity, or an entity similar thereto that is customarily used for professional groups such as the Association, in accordance with the applicable laws of such country or the political subdivision the laws of which govern the organization of such an entity, and shall conduct its activities and programs in compliance with all laws of such country and the political subdivisions.
Section 2. Establishment of International Affiliates. The Executive Board is authorized to license an International Affiliate in any area in the world, thereby conferring on said International Affiliate the right to use the name and seal of the Turnaround Management Association; provided however, such International Affiliate agrees to abide by the regulations and requirements for the conduct of the Association’s International Affiliates as adopted from time to time by the Executive Board; and provided further, that such International Affiliate satisfies all of the requirements set forth in this Article XII.
Section 3. How Formed. Any group of twenty-five or more individuals operating outside the United States and Canada may petition the Association for a license to operate an International Affiliate. The petition shall be forwarded to the office of the Association’s Chief Executive Officer for approval by the Executive Board, and shall contain the following:
a. Proposed name of International Affiliate.
b. Description of the geographical boundaries of the proposed International Affiliate. The area over which an International Affiliate may have jurisdiction shall not conflict with the area of any existing International Affiliate. In the event of a conflict it must be resolved by: (i) a revision of the area described in the petition to eliminate the conflict; or (ii) written consent of the existing International Affiliate with which there is a conflict to a revision of its area of jurisdiction, together with a description of the area as it would be established after revision.
c. Names, addresses and designations of the proposed Officers, pro tempore.
d. Personal signatures of at least ten persons who propose to form the International Affiliate and who are working within the described area.
e. A copy of the Certificate of Incorporation or similar fundamental document and of the By-Laws or similar governing document which the proposed International Affiliate will adopt upon approval of the petition.
f. An opinion of counsel qualified to practice law in the country in which the International Affiliate is to be organized stating that: the International Affiliate is properly organized as a not-for-profit or similar entity in accordance with the applicable laws of the country or the political subdivision under which the International Affiliate is organized; there are no laws or regulations that would prohibit the Association from granting, or affect the power of the Association to grant, the proposed license; there are no laws or regulations that would place any burden on the Association relating to such Affiliate or the granting of such license, including but not limited to licenses, taxes or reports.
Section 4. How Maintained. Acceptance of a license from the Association shall constitute acceptance by the International Affiliate of the principles established in the By-Laws of the Association and adoption of the following minimum standards:
a. International Affiliate By-Laws, rules, regulations and policies must be consistent with the Association’s By-Laws, rules, regulations and policies, and must provide that no person may serve as chief Officer for more than two consecutive years, although provision may be made for a person to serve again as chief Officer after an absence from such office for at least one year.
b. All obligations created by an International Affiliate or by any of its Officers shall be solely the responsibility of the International Affiliate.
c. Persons eligible for membership in the Association and members of an International Affiliate may participate in both the Association and the International Affiliate.
d. At least three International Affiliate meetings per year shall feature educational programs as part of the activities of each International Affiliate.
e. A roster of at least twenty-five Members.
f. The Secretary of every International Affiliate is encouraged to notify the Association’s Chief Executive Officer of each International Affiliate meeting at least fifteen days in advance of the date of the meeting and is encouraged to furnish the Chief Executive Officer with a report of the meeting.
g. The President of the International Affiliate shall no later than 60 days after the conclusion of the previous year, file with the Chief Executive Officer the Annual Report of the International Affiliate’s activities for the year then ending.
h. Any change or amendment of an International Affiliate’s license shall require advance approval of the Executive Board, under whose authority such licenses are granted and controlled.
i. Each year an International Affiliate shall obtain an audit of its financial condition by an independent auditor, and will provide upon receipt a copy of each such audit to the Association. This requirement may be waived for an International Affiliate by the Executive Board for good cause.
Section 5. Loss of License. In the event an International Affiliate shall fail to maintain its license in accordance with Article XII, Section 4 during any one year, the Association’s Chief Executive Officer shall submit the matter to the Executive Board at its first following meeting, and invite representatives of the International Affiliate to attend. If the International Affiliate is still active or can become active and maintain the minimum standards, it shall be granted an extension of time as set by the Executive Board in which to comply with the required minimum standards. If it should then fail to establish the minimum standards, its license shall be suspended until compliance can be accomplished. If the International Affiliate is inactive and shows no promise of becoming active or if it should decline to establish the required minimum standards, its license then shall be rescinded. An International Affiliate having had its license rescinded may, after complying with Section 4 of this Article for one year or longer, petition the Association for reinstatement of its license.