VIRGINIA ASSOICATION OF MARRIAGE AND FAMILY COUNSELORS MISSION STATEMENT
The mission of the Virginia Association of Marriage and Family Counselors is to: enhance marriage and the family by conducting and fostering programs of education in the field of marriage and family counseling; stimulating, promoting, and conducting programs of research in the field of marriage and family counseling; conducting scientific and educational meetings; establishing contacts with other organizations for collaborative scientific and educational pursuits; examining conditions which create barriers to healthy marriage and family functioning, and working to remove such barriers; and engage in other activities deemed desirable and necessary to accomplish the foregoing objectives and purposes.
PURPOSE STATEMENT
The purposes of the Virginia Association of Marriage and Family counselors, complementary to those of its parent organizations ACA, IAMFC, and VCA, is as follows: a) Promote the counseling profession and the practice of couples, marital, and family counseling; coordinate, collaborate, and ally with other organizations and counselors to accomplish this promotion; b) Maintain, improve, and encourage high professional standards and conduct among family counselors; promote professional development activities for family counselors to expand or renew skills by sponsoring and conducting workshops and conferences; exchange information pertinent to family counseling concerns with members and other appropriate persons through newsletters and other mediums of communication; provide the public with information regarding roles and functions of family counselors; c) Monitor and take positions regarding public policy and legislation which affects members and/or the practice of family counseling; d) Encourage, promote, and support scientific research and inquiry regarding family counseling; e) Provide a forum through which family counselors may advocate for the social and emotional needs of their clients; f) Examine conditions which create barriers to healthy family functioning, and work to alleviate such barriers; and g) Promote empowerment of diverse family forms and foster gender and cultural sensitivity.
BYLAWS OF THE
VIRGINIA ASSOCIATION OF MARRIAGE AND FAMILY COUNSELORS
A Division Of the Virginia Counselors Association
and a Chapter of the
International Association of Marriage and Family counselorsARTICLE I
OFFICES AND REGISTERED AGENTSection 1. Principal Office. The principal office of the Virginia Association of Marriage and Family Counselors, shall be in the State of Virginia.
Section 2. Registered Office and Agent. The Association shall have and continuously maintain a registered office in the State of Virginia and the Board of Directors of the Association shall appoint and continuously maintain in service an officer or director of the Association with the Virginia counselors Association.
Section 3. Other Offices. The Association may have such other office or offices, at such suitable place or places within or without the State of Virginia as the Board of Directors may from time to time determine or as the affairs of the Association may require from time to time.
ARTICLE II
PURPOSESThe purpose of the Virginia Association of Marriage and Family Counselors, complementary to those of its parent organization ACA, IAMFC, and VCA is as follows: a) Promote the counseling profession and the practice of couples, marital, and family counseling; coordinate, collaborate, and ally with other organizations and counselors to accomplish this promotion; b) Maintain, improve, and encourage high professional standards and conduct among family counselors; promote professional development activities for family counselors to expand or renew skills by sponsoring and conducting workshops and conferences; exchange information pertinent to family counseling concerns with members and other appropriate persons through newsletters and other mediums of communication; provide the public with information regarding roles and functions of family counselors; c) Monitor and take positions regarding public policy and legislation which affects family counseling; e) Provide a forum through which family counselors can advocate for the social and emotional needs of their clients; f) Examine conditions which create barriers; and g) Promote empowerment of diverse family forms and foster gender and cultural sensitivity.
The Association is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code. No part of the net earnings of the Association shall insure to the benefit of, or be distributable to, its directors, officers, other private individuals, or organizations organized and operating for profit (except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as herein above stated). Notwithstanding any other provisions herein, the Association shall not carry on any activities not permitted to be carried on:
(a) by an organization exempt from federal income tax under section 501(a) of the Internal Revenue Code, as an organization described in section 501(c)(3) of such Code; and/or
(b) by an organization, contributions to which are deductible under sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code.
Without limiting the generality of the foregoing, the Association shall have the power to sue and be sued, to receive grants, gif:ts, contributions and other sums of a like nature, to own, to take title to, receive and hold, lease, sell and resell, in fee, simple or otherwise, property, real, personal or mixed, wherever situated or however acquire, without limitation as to amount of value. The Association shall have authority to encumber property by deed of trust, pledge or otherwise; to borrow money and secure payment of same by lien or liens on the realty or personal property of the Association; to lease, build, or erect, remodel, repair, construct and/or reconstruct and all buildings, houses, or other structures necessary, proper or incident to the carrying out of the objects and purposes stated herein. The Association shall have full powers of management, investment, reinvestment, and the collection of all rents, revenues, issues and profits arising therefrom.ARTICLE III
MEMBERSHIPSection 1. Classes of Membership. The Association shall have two classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
A. Regular Member. An individual is eligible to be a Regular Member if he or she actively is involved or interested in the area of marriage and the family, including marriage counseling, marital therapy, divorce counseling, mediation, and family counseling or therapy. Regular Members in good standing shall have all the rights and privileges of membership in the Association, including the right to hold office or to vote.
B. Student Member. An individual is eligible to be a Student Member if that person is interested in supporting the goals of the Association and is actively pursuing a graduate degree from an accredited institution. Student Members shall
have all the rights and privileges of membership in the
Association.Section 2. Termination of Membership. The Board of Directors, by the affirmative vote of two-thirds of all the directors present at any regular or special meeting, may terminate the membership of a member, for cause, after an appropriate hearing, and may, by a majority vote of those present at any regular or special meeting, terminate the membership of any member who becomes ineligible for membership or suspend or expel any member who shall be in default in the payment of dues.
Section 3. Membership Dues. The amount of the annual dues of the members of the Association shall be determined by the Board of Directors and shall be paid annually by such date as may be determined by the Board from time to time. The Board of Directors may establish different dues amounts for members of different classes.
ARTICLE IV
MEETINGSSection 1. Annual Meetings. A regular annual meeting of the members shall be held at least once a year at such time, day and place as shall be designated be the Board of Directors. When feasible, however, the annual meeting shall be held in conjunction with the annual convention of the Virginia Counselors Association.
Section 2. Special Meeting. Special membership meetings may be called by the Board of Directors and shall be called by the Board upon written request therefore to the Secretary of the Association of not less than one-third of the members entitled to vote.
Section 3. Notice of Meetings. Notice of the time, day, place, and purpose of each meeting shall be given to all members of the Association by mail at least 10 days prior to the meeting.
Section 4. Quorum. A quorum for the transaction of any and all business at the annual or any special membership meeting of the Association shall consist of not less than a majority of the voting members. If a quorum is not present, a majority of the voting members present may adjourn the meeting to a future time, without further notice being required.
Section 5. Manner of Acting. The affirmative vote of a majority of the members entitled to vote, present at any meeting of the members at which a quorum is present, shall be the act of the members.
Section 6. Written Consent. Action taken by the members without a meeting is nevertheless the action of the members if written consent to the action in question is signed by all of the members entitled to vote and filed with the minutes of the proceedings of the members, whether done before or after the action so taken.
Section 7. Proxies. At any meeting of the members, a member entitled to vote may do so by proxy executed in writing and filed with the Secretary of the Association before the meeting. A member who executes a proxy may withdraw the proxy by attending in person the meeting for which the proxy was executed or by filing a notice in writing with the Secretary before or at the time of the meeting, that the proxy is withdrawn. Proxies may confer general voting rights, or they may be limited to prescribed action on a particular issue.
ARTICLE V
BOARD OF DIRECTORSSection 1. Powers. There shall be a Board of Directors of the Association, which shall manage, supervise and control the business, property and affairs of the Association, except as otherwise expressly provided by law, the Articles of Incorporation of the Association, or these Bylaws. The Board of Directors shall be vested with the powers possessed by the Association itself, including the powers to determine the policies of the Association and prosecute its purposes, to appoint and remunerate agents and employees (including the power to delegate some or all of this authority), to establish the budget of the Association, to disburse the funds of the Association, and to adopt such rules and regulations for the conduct of its business as shall be deemed advisable. The Board of Directors shall elect one of its members, who may be an officer of the Association, to serve as Chairperson of the Board of Directors, for such term as the Board may determine.
Section 2. Number and Qualifications. The members of the initial Board of directors of the Association shall be those individuals named in the Articles of Incorporation of the Association, and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Association shall be composed of six individuals.
Section 3. Election and Term of Office. The members of the Board of Directors shall consist of the President, the President-Elect, Secretary, Treasurer, a Board Member-at-Large, and a Student member. The Immediate Past-President shall serve as a non-voting member of the Board. The President-Elect, Secretary, Treasurer, Board Member-at-Large, and Student Member shall be elected by the Members of the Association at the annual membership meeting or, if the Board of Director so provides by resolution, by mail ballot, and shall serve for a term of one year.
Section 4. Resignation. Any director may resign at any time by giving written notice to the President of the Association. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time acceptance thereof as determined by the President of the Association.
Section 5. Removal. Any director, who is not a director by reason of being an officer of the Association, may be removed from such office by a two-thirds vote of the Regular Members at any regular or special meeting of the members at which a quorum is present, for (1) violation of these Bylaws or (2) engaging in another conduct prejudicial to the best interests of the Association. Such removal may occur only if the director involved is first provided (1) with adequate notice of the charges against him or her in the form of a statement of such charges and of the time and place of the meeting of the members scheduled for the purpose of hearing or considering such action, sent by certified or registered mail to the last known address of such director, (2) an opportunity to appear before the members or forward a written statement thereto in presentation of any defense of such charges, no sooner than thirty days after the sending of such notice, and (3) a written explanation as to (if such is the case) why such director is being removed from such office. In these regards, the members shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of the Association. Any director, who serves by reason of being an officer of the Association, may be removed from such office only if he or she is removed as an officer in accordance with Section 5 of Article VI hereof.
Section 6. Vacancies. A vacancy in the position of a Board member shall be filled for the unexpired term by an officer selected by the Board.
Section 7. Regular Meetings. A regular annual meeting of the Board of Directors of the Association shall be held each year, at such time, day and place as shall be designated by the Board of Directors,, for the purpose of transacting such business as may come before the meeting. When feasible, however, the annual meeting shall be held in conjunction with the annual convention of the Virginia Counselors Association. The Board of Directors may, by resolution, provide for the holding of additional regular meetings.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the President of the Association or by a majority of the voting director then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.
Section 9. Notice. Notice of the time, day and place of any meeting of the Board of Directors shall be given at least ten days in advance of the meeting date. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance at a meeting shall constitute a waiver of notice thereof, except where attendance is for the express purpose of objecting to the call or convening of the meeting.
Section 10. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except, if less than a quorum of directors is present at such meeting, one-third of the directors present may adjourn the meeting from time to time without further notice.
Section 11. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Association, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.
Section 12. Written Consent. Action taken by the Board of Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
Section 13. Telephone Meeting. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other and such participation in a meeting shall be deemed present in person at such meeting.
Section 14. Compensation. No director shall receive any compensation for services rendered in such capacity, except that the Board may by resolution provide for the reimbursement of actual travel and lodging expenses incurred in the performance of the duties of the director to the extent provided by such resolution.
ARTICLE VI
BOARD MEMBERS AND OFFICERSSection 1. Officers. The officers of the Association shall consist of the Present, President-Elect, Immediate Past-President, Secretary, and Treasurer. The Association shall have such other officers and assistant officers as the Board of Directors may from time to time deem necessary, such officers to have the authority, and to perform the duties prescribed from time to time by the Board of Directors. One person may hold more than one office, other than the office of President.
Section 2. Election of Officers. The initial officers of the Association shall be appointed by the initial Board of Directors. Thereafter, the officers shall be elected as set forth in this Section. The President-Elect, Secretary, and Treasurer of the Association shall be elected by the Regular Members of the Association by mail ballot conducted by the Nominations and Elections Committee. Election of the Board Member-at-Large and Student Member of the Board shall be conducted in the same manner and at the same time as the Officer elections.
Section 3. Term of Office. The President-Elect of the Association shall be installed following his or her election and shall hold office for one year or until his or her respective successor shall have been duly elected and qualified. Following the one year term as President-Elect, the person serving in that capacity shall serve as President for a term of one year. Following the one year term as President, the person serving in that capacity shall serve as Immediate Past-President for a term of one year. The Secretary and Treasurer shall hold office for a term of two years or until their successor shall have been duly appointed and qualified. The Board Member-at-Large and Student Member shall hold office for a term of one year or until her or his successor shall have been duly appointed and qualified.
Section 4. Resignation. Any officer may resign at any time by giving written notice to the President of the Association. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President.
Section 5. Removal. Any officer may be removed by the Board of Directors at any regular or special meeting of the Board at which a quorum is present, whenever in its judgment the best interests of the Association would be served thereby, but, such removal will be without prejudice to the contract right, if any, of the officer so removed.
Section 6. President. The president should admire and consult with the Board of Directors regarding the matters of the Association. The President serves as an ex-officio member of all Association committees and task forces, except those as designated by a quorum of the Board of Directors.
Section 7. Resignation. The President may resign at any time by giving written notice to the Board of Directors of the Association. Such resignation shall take effect at the time specified therein, or, if no is specified, at the tome of acceptance thereof as determined by the Board of Directors.
Section 8. Removal. The first President may be removed by the Board of Directors at any regular or special meeting of the Board at which a quorum is present, not including the President, whenever in its judgement, the best interests of the Association would be served thereby, but, such removal will be without prejudice to the contract right, if any, of the president, so removed.
Section 9. Immediate Past-President. The Immediate Past-President shall advise and consult with the President and the President-Elect. He or she shall serve as Chairperson of the Nominations and Elections Committee and shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.
Section 10. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 11. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article IX of these Bylaws; and in general perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 12. Bonding. If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Association shall furnish, at the expense of the Association, a fidelity bond, approved by the Board of Directors in such sum as the Board shall prescribe.
ARTICLE VII
COMMITTEESSection 1: Committee of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Association; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any director or officer of the Association; amending the Articles of Incorporation of the Association; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all are substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which by its terms provide that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or nay individual director, of any responsibility imposed upon the Board or the director by law.
Section 2. Other Committees. The Board of Directors may create and appoint members to such committees as they shall from time to time deem appropriate, such committee to have the power and duties designated by the Board of Directors, provided that no such committee which has members who are not __________ shall have and exercise the authority of the Board of Directors in the management of the Association.
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Section 3. Standing Committees. The Standing Committees of the Association shall consist of the following:A. Membership Committee. The Membership Committee shall promote membership of the Assoication and devise a recruitment paln. The chairperson of the Membership Committee shall work with the Secretary in determining membership in the Association.
B. Newsletter Committee. The Newsletter committee shall be responsible for producing two newsletters each year to inform the membership of the activities of the Association.
C. Conference Committee. The conference committee shall be responsible for the planning, development and sponsoring of programs held during the annual VCA Convention and/or the planning, development, and conduct of VAMFC conference that might
D. Workshop Committee. The Workshop Committee shall be responsible for planning, development, and conduct of professional development workshop consistent with the interests and needs of couples, marriage, and family counselors/therapists in Virginia and surrounding states.
E. Nominations and Elections Committee. The Nominations and Elections Committee shall be chaired by the Immediate Past-President and shall issue a call for nominations from the membership-at-large, prepare a ballot to be sent to all Regular Members in good standing, count ballots and inform the membership of the results.
Section 4. Term of Office. Each member of a committee shall continue as such for a term of one year or until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 5. Vacancies. Vacancies in the membership of committees may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7 Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDSSection 1. Contracts. The Board of Directors may authorize any officer or officers, agents or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the Association.
Section 3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositaries as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.
ARTICLE IX
MISCELLANEOUS PROVISIONSSection 1. Fiscal Year. The fiscal year of the Association shall commence on July 1 and terminate on June 30 of the following year, except that the first year of the Association shall commence on (date of incorporation).
Section 2. Notice. Whenever under the provisions of these Bylaws, the Articles of Incorporation of the Association or statute, notice is required to be given to a director, member, committee member, or officer, such notice shall be given in writing, by first-class, certified, or registered mail or by express delivery service, with postage or express delivery charges thereon prepaid, to such person at his or her address as it appears on the records of the Association. Such notice shall be deemed to have been given when deposited in the United States mail or delivered to the express delivery service. Notice may also be given by telegram, telex, or telephone, and will be deemed given when received, if followed by a writing mailed on the same day or the next day.
Section 3. Seal. The Association need not adopt an official seal, but may, upon appropriate action taken by the Board of Directors, do so. If one is adopted, the official seal of the Association shall have inscribed thereon the name of the Association and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing, or affixing or causing to be printed, engraved, lithographed, stamped, or otherwise made, placed, or affixed upon any paper or document, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal.
Section 4. Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep its registered or principal office a record giving the names and addresses of the members of its Board of Directors.
ARTICLE X
INDEMNIFICATIONThe Association shall indemnify each member of the Board of Directors, as described in Article V hereof, and each of its officers, as described in Article VI hereof, for the defense of civil or criminal actions or proceedings as hereinafter provided and notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by application law. The Association shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgements, fines, amounts paid in settlement, and reasonable expense, including attorneys' fees, actual and necessarily incurred or imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner herein provided that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Association and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. A nonjudicial determination that the director or officer has met the foregoing applicable standard of conduct shall be made (1) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) if a quorum cannot be obtained under (1), by majority vote of a committee duly designated by the Board of Directors (in which designation, directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (3) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (1) or (2); or (4) by special legal counsel if a quorum of the Board of Directors cannot be obtained under (1) and a committee cannot be designated under (2), selected by majority vote of the full Board of Directors, in which selection, directors who are parties may participate. Every reference herein to a member of the Board of Directors or officer of the Association shall include every director and officer thereof and former director and officer thereof. This indemnification shall apply to all the judgements, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above?stated. The right of indemnification herein provided shall be in addition to any and all rights to which any director or officer of the Association might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.
ARTICLE XI
LIMITATION ON ACTIVITIESThe Association is organized and operated exclusively for charitable and educational purposes within the meaning of sections 170(c) (2) (B), 501(c) (3), 2055 (a) (2), and 2522 (a) (2) of the Internal Revenue Code. Notwithstanding any other provision herein, the Association shall not carry on any activities not permitted to be carried on:
A. by an organization exempt from federal income taxation under section501(a) of the Internal Revenue Code, as an organization described in section 501(c) (3) of such Code; and/or
B. by an organization, contributions to which are deductible under sections 170 (c) (2) , 2055 (a) (2) , or 2522 (a) (2) of the Internal Revenue Code.
The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of the net earnings of the Association shall inure to the benefit of or be distributable to its directors, officers or other private individuals, or other organizations organized and operating for profit, except that the Association is authorized and empowered to pay reasonable compensation for services rendered.
ARTICLE XII
DISSOLUTIONOn dissolution or final liguidaton, the Board of Directors shall, after paying or making provisions for the payment of all the lawful debts and liabilities of the Association, distribute all the assets of the Association to one or more of the following categories of recipients as the Board of Directors of the Association shall determine:
A. a nonprofit organization or organizations which may have been created to succeed the Association, as long as such
organization or each of such organizations shall then qualify asa governmental unit under section 170 (c) of the Internal Revenue
Code or as an organization exempt from federal income taxationunder section 501 (a) of such Code as an organization
described in sections 170 (c) (2) and 501 (c) (3) of such Code;and/orB. a nonprofit organization or organizations having similar aims and objects as the Association and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170 (c) of the Internal Revenue code or as an organization exempt from federal income taxation under section 501 (a) of such Code as an organization described in
sections 170 (c) (2) and 501 (c) (3) of such Code.ARTICLE XIII
INTERNAL REVENUE CODEReferences herein to sections of the internal Revenue code are to provisions of the Internal Revenue Code of 1986, as amended, as those provisions are now enacted or to corresponding provisions of any future United States internal revenue law.
ARTICLE XIV
NONDISCRIMINATIONThe Association shall not discriminate against any individual on the basis of ethnic group, color, creed, sex, affectional or sexual orientation, age, and/or handicapping condition.
ARTICLE XV
RULES OF ORDERRobert's Rules of Order, as revised and from time to time amended, shall govern the proceedings of all bodies of the Association, except where otherwise specified by law, the Articles of Incorporation of the Association, or these Bylaws.
ARTICLES XVI
AMENDMENTS TO BYLAWSThese Bylaws may be amended or repealed or new Bylaws adopted upon a two?thirds vote of the Board of Directors at any regular or special meeting of the Board and by a majority vote of the general membership present at the annual meeting; or by a two?thirds vote of the Board of Directors and by a majority vote sent to the full membership by special mail ballot. An amendment shall be effective immediately after adoption unless a later effective date is specifically adopted at the time the amendment is enacted.