The Association of Certified Fraud Specialist By-laws Relating to the Conduct of the Business and Affairs
Table of Contents
ARTICLE I - NAME, LOCATION AND SEAL
ARTICLE II - PURPOSE AND OBJECTIVES
ARTICLE III - CODE OF ETHICS
ARTICLE IV - MEMBERSHIP
ARTICLE V - MEETINGS OF MEMBERS
ARTICLE VI - ASSOCIATION GOVERNMENT
ARTICLE VII - OFFICERS AND PROFESSIONAL STAFF
ARTICLE VIII - NOMINATIONS, ELECTIONS, VACANCIES
ARTICLE IX - COMMITTEES AND TASK FORCES
ARTICLE X - CHAPTERS
ARTICLE XI - REGIONS
ARTICLE XII - FISCAL YEAR
ARTICLE XIII - FINANCIAL RESPONSIBILITIES
ARTICLE XIV - AGENTS AND EMPLOYEES
ARTICLE XV - DISSOLUTION
ARTICLE XVI - BOOKS AND RECORDS
ARTICLE XVII - RULES AND REGULATIONS
ARTICLE XVIII - PARLIAMENTARY AUTHORITY
ARTICLE XIX - AMENDMENTS
ARTICLE XX - OFFICER LIABILITY INDEMNIFICATION
ARTICLE XXI - CONSTRUCTION TERMS AND DEFINITIONS
ARTICLE XXII - BY-LAW EFFECTIVE DATE
ARTICLE I
NAME, LOCATION, SEAL
Section 1. Name
The name of the organization is the Association of Certified Fraud Specialists (hereinafter referred to as "the Association").
Section 2. Location
The location of the principal office is Sacramento, California but may be changed from time to time by action of the National Executive Committee. The Board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct activities.
Section 3. Seal
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Association. The seal of the Association shall have inscribed thereon the name of the Association and may be used by causing it, or a facsimile thereof, to be impressed, or affixed, or in any other manner reproduced.
ARTICLE II
PURPOSE AND OBJECTIVES
Section 1. Purpose
The purpose for which this corporation is formed are nonprofitable purposes and are:
1. To foster a national forum and governing body for the affiliation of professionals who offer to the public, governments and employers their expertise in the areas of fraud prevention, fraud detection and fraud investigation;
2. To, through a process of accreditation, review and continuing education, propagate the Certified Fraud Specialist (CFS) Designation in the United States amongst its members, and to the general public, as a symbol of the highest, independent standard of excellence in its field;
3. To pursue its objects for the benefit of its members and for the benefit of the public at large. These pursuits shall include, but are not limited to, developing, providing or sponsoring education programs and serving as an advocate for the profession by articulating concerns on fraud issues before legislative, administrative and judicial branches of local, state and federal governments;
4. To serve the public by endeavoring to provide a variety of pro bono services to the public throughout the United States;
5. To contribute to the advancement of the profession through development and promulgation of fraud detection, fraud deterrence and fraud investigation principles and standards;
6. To develop, organize and present educational events which promote appropriate utilization of techniques to reduce criminal activity;
7. To promote the observance of professional standards and ethics, and;
8. To establish chapters throughout the United States which shall, on a local level, pursue the Associations objects and purposes for the benefit of Association members and for the benefit of the public at large.
Not withstanding any other provisions of these articles, this corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purpose of this corporation.
Section 2. Special Purposes
The Association shall have the following special purposes:
1. To instruct, train and inform fraud specialists in the fields of accounting/auditing, investigations and law enforcement. This continuing education process will provide for the professional development of fraud specialists so that they may better serve their employers and the public.
2. To encourage and provide educational events for the exchange of ideas among fraud specialists in government and non-government positions.
3. To contribute to the advancement of the profession through the development and promulgation of fraud detection and fraud deterrence principles and standards.
4. To develop, organize and present educational events which promote appropriate utilization of fraud detection, fraud deterrence and fraud investigation techniques to reduce criminal activity.
5. To bring together professional fraud specialists for educational and other constructive endeavors.
6. To promote the observance of professional standards and ethics in the accomplishment of fraud detection and fraud deterrence activities.
7. To establish chapters throughout the United States which shall, on a local level, pursue the Association's objects and purposes for the benefit of Association members and for the benefit of the public at large.
ARTICLE III
CODE OF ETHICS
In order to foster the highest professional standards and behavior as well as to promote exemplary service, the Association has developed, and incorporates into these Bylaws by reference, a Code of Ethics to guide members and to inform employers and the public of the standards adhered to by members of the Association.
Where reference is made to a Member in this Article, it is intended to include all classes of memberships. Reference as made to employers shall apply to a government agency as an entity and to a non-governmental organization as an entity.
All members, regardless of class, are required to adhere to the Code of Ethics as promulgated by the Association of Certified Fraud Specialists.
ARTICLE IV
MEMBERSHIP
Section 1. Members
Membership in the Association shall be limited to persons interested in furthering the purpose of the Association. Membership shall also include those individuals whose application for admission as a member has received the approval of the National Executive Committee, in accordance with the rules for membership as adopted by the National Board of Directors from time to time. Membership in the Association is restricted to the following classes:
Fellow; Regular; Associate; & Honorary;
herein to be know as a "member" or "members". For further certainty, those individuals possessing membership at the time of corporate conversion shall, upon submission of a completed membership application, be deemed to be Associate Members of the Association.
Associates and honorary members shall not be considered a member as defined by California Corporation Code Section 5056.
Section 2. Fellow Members
Fellow member status shall be limited to those individuals who are regular members of the Association in good standing, who are members of an Association Chapter and whose Certified Fraud Specialist designation is valid.
Fellow member status is limited to individuals who are the subject of a petition by an Association Chapter to the National Executive Committee. Said petition shall detail the substance and degree of professional contribution to the Association and/or an Association Chapter, made by the individual named in the petition. If the petition is accepted and approved, the National Executive Committee shall make to the National Board of Directors a formal recommendation the member named in the petition have his/her member status changed to that of fellow.
Fellow members (in good standing) shall be vested with all rights, privileges and powers vested in regular members. In addition, upon conference of the fellow member status by the NBD, the affected member shall be entitled to a 50% reduction in membership dues paid after the date of designation as a fellow.
Subject to the By-Laws herein, fellow memberships shall terminate upon the revocation of the member's CFS designation, upon failure to maintain good standing with a chapter, upon his or her death or upon the expiry of the period of membership where applicable.
Section 3. Regular Members
Regular members shall include those members to whom the Board has granted the designation of Certified Fraud Specialist (CFS) in accordance with the Rules and Regulations of the Corporation (the "Rules") and for whom such designation is valid and subsisting in accordance with By-Laws and the Rules. Only regular members in good standing may vote or hold elective office.
Subject to the By-Laws herein, regular memberships shall terminate upon the revocation of the member's CFS designation or upon his or her death or upon the expiry of the period of membership where applicable. Regular members (in good standing) shall be entitled to notice of, and to attend and vote at, meetings of the members of the Association.
Section 4. Associate Members
Associate members shall include those individuals whom the Board has admitted to the membership of the Association from time to time in accordance with the Rules, and shall include students.
Subject to the By-Laws herein, associate memberships shall terminate upon the members's death or upon the expiration of the period of membership where applicable. Associate members shall not be entitled to notice of, or to attend or vote, at meetings of members and shall not be considered a member as defined by California Corporation Code Section 5056.
Section 5. Honorary Members
Honorary members shall include those members upon whom the NBD, the NEC or a Chapter Board of Directors has conferred an honorary membership and shall entitle the honorary member to such privileges and benefits as shall be determined by the Board conferring authority.
Subject to the By-Laws herein, honorary memberships shall terminate upon the member's death or upon the expiration of the period of membership where applicable. Honorary members shall not be entitled to notice of, or to attend or vote, at meetings of the members of the Association and shall not be considered a member as defined by California Corporation Code 5056.
Section 6. Voting Members
Fellow and regular members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all, or substantially all, of the assets of the corporation, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation.
In addition, those members shall have all the rights afforded members under the California Nonprofit Mutual Benefit Corporation law. If the corporation is dissolved, those members shall receive a pro-rated distribution of all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law.
Section 7. Other Persons Associated with the Corporation
The corporation may refer to persons of associate and honorary status or other persons or entities associated with it as "members," even though such persons or entities are not voting members as set forth in Article 4, Sections 4 and 5 of these bylaws, and no such reference shall constitute anyone a member within the meaning of Section 5056 of the California Corporations Code unless that person or entity shall have qualified for such voting membership under these bylaws. Reference in these bylaws to members shall mean members as defined in Section 5056 of the California Corporations Code; i e. The members of the fellow and regular classes set forth in Sections 2 and 3 of these bylaws. By amendment of its articles of incorporation or of these bylaws, the corporation may grant some or all of the rights of a member of any class, as set forth in these bylaws, to any person or entity that does not have the right to vote on any of the matters specified in Section 5 of Article 5 of these bylaws, but no such person or entity shall be a member within the meaning of Section 5056 of the California Corporations Code.
Section 8. Duties of Members
It is the duty and responsibility of members to:
1. Endorse the purpose and objectives of the Association;
2. Uphold and be guided in their professional conduct by the Association's Code of Ethics; and
3. Cooperate with the Ethics Committee in any investigations of violations of the Code of Ethics.
Section 9. Resignation of Members
Any member may withdraw from the Association by delivering to the Association a written resignation and lodging a copy of the same with the National Secretary.
Members may resign at any time, except that no member shall be permitted to resign while under resignation for a violation of the Association's Code of Ethics.
Section 10. Termination of Membership
Membership shall terminate on occurrence of any of the following events:
1. Resignation of a member, or reasonable notice to the corporation;
2. Expiration of the period of membership, unless the membership is renewed under the renewal terms fixed by the board;
3. Failure of a member to pay dues, fees, or assessments as set by the board with 60 days after they become due and payable;
4. Occurrence of any event that renders a member ineligible for membership, of failure to satisfy membership qualifications;
5. Expulsion of the member under Article IV, Section 14 of these bylaws, based on good faith determination by the board, committee, or person authorized by the board to make such determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation or is engaged in conduct materially and seriously prejudicial to the purposes and interests of this corporation.
Section 11. Suspension of Membership
A member shall be suspended under Article IV, Section 14 of these bylaws, based on good faith determination by the board, or a committee or person authorized by the board to make the determination, that the member has failed in a material and serious degree to observe the corporation's rules of conduct, or is engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person whose membership is suspended shall not be a member during the time of suspension.
Section 12. Procedures for Expulsion and Suspension
If grounds appear to exist for expulsion or suspension of a member under Sections 10 and 11 of these bylaws, the procedure set forth in the Association's Rules and Regulations, Section 5, Discipline shall apply.
Section 13. Payment of Fees and Accounts
Where a member has been appropriately invoiced, and who fails to pay his or her annual fees or other charges within 30 days after they become due, or fails to pay any other indebtedness to the Association upon demand, the National Secretary of the Association shall notify the member in writing of the default. If the default is not remedied within thirty (30) days of the notice, the National Executive Committee shall suspend the rights and privilege of the member, but the member shall remain liable for all indebtedness to the Association.
Section 14. Discipline of Members
Disciplining of members is performed by the Association under the terms of these Bylaws and as provided in the Association's Policies and Procedures. The NEC, upon the recommendation of the Ethics Committee, and in a manner not inconsistent with the Rules and Regulations, these By-Laws or statues, suspend or revoke the rights and privileges of any member, including the member's CFS Designation, or may impose such sanctions as it may deem just in the circumstances and consistent with the purpose and objectives of the Association.
Members who have been subject to disciplinary action pursuant to these By-Laws, or the Rules and Regulations, have the right to appeal such decision to the NEC and the NEC may consider such appeal and render such final determination as the NEC deems just, having regard to the Association's By-Laws, Rules and Regulations and statutes and the facts and circumstances of the case. Appeals to the NEC pursuant to this section shall be in writing unless expressly stated otherwise in the Rules and Regulations.
Section 15. Reinstatement
The Association's National Executive Committee may prescribe the conditions, policies and procedures under which members may be reinstated.
Section 16. Membership Non-Transferable
Memberships are not transferable nor assignable and terminate upon the death or resignation of the member.
Section 17. Dues Rates
Dues of a member in each class shall be equal, but the board, at its discretion, may set different dues, fees and assessments for each class. The dues payable by members in each class shall from time to time be fixed by resolution of the National Board of Directors with said resolution passing by a two-thirds vote of the Directors present at the National Board of Directors annual meeting.
Section 18. Dues Allocated to Association Chapters
Of the annual dues received by the Association, the percentage to be remitted to Association Chapter(s) shall from time to time be fixed by resolution of the National Board of Directors with said resolution passing by a two-thirds vote of the Directors present at the National Board of Directors annual meeting. Initially, this rate shall be 25% for each membership class.
Section 19. Waiver of Dues - Military Dues
Any civilian member who is required to serve an initial tour of duty with the United States Armed Forces or who, as a reservist, is called upon to perform extended active duty shall be granted a leave of absence from the Association while performing such military duty. The member's dues shall be suspended for each fiscal year in which the tour occurs without any loss of rights and privileges to which the member was entitled prior to entering the military services.
ARTICLE V
MEETINGS OF MEMBERS
Section 1. Calls to Meeting
The annual membership meeting of the members to advance the objectives of the Association shall be held at such place in the United States, and in such month, as the National Board of Directors may determine by resolution. The annual membership meetings shall be held as specified by a resolution of the National Board of Directors. Annual membership meetings shall be at such date(s), times and places designated by the National President, in keeping with any resolution of the National Board of Directors.
The National President or the National Vice-President or any six members of the National Executive Committee shall have the power to call, at any time, a special meeting of the members of the Association. The National Executive Committee shall call a special general meeting of the members upon receipt of a written requisition of Fellow and Regular Members carrying not less than twenty percent (20%) of the voting rights.
Section 2. Notice of Meetings
Notice of each annual meeting of the Association shall be mailed to each member of the Association at the member's last known address, based on the records of the Association, at least forty five (45) days before the date of each meeting. Notice of a special meeting shall set forth the general nature of the business to be conducted.
Section 3. Failure to Give Notice
No error or omission in giving notice of any annual or special meeting or any adjourned meeting, whether annual or general, of the members shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting.
Section 4. Quorum
Twenty percent of the members or one hundred (100) members, whichever is less, shall constitute a quorum for the transaction of official business presented at any national meeting of the Association membership.
Subject to Article 5, Section 4 of these bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even though members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 5. Voting Rights
Each chapter member, except those without voting rights, through the member's right to vote on chapter matters, elects the representatives to the National Board of Directors. Each member, through the representatives elected by the members to administer the Association, elects the members of the National Executive Committee. Only members of the National Board of Directors shall have voting rights at the annual membership meeting or any special meeting.
Section 6. Voting Action
1. Matters requiring a vote by the National Board of Directors shall be approved by a majority of those voting. Exceptions to the majority rule are: changes in the Bylaws; dues increases; rejection of the National Executive Committee budget; recision of formal Policies and Procedures of the Association and removal of a member of the Board for cause, which require approval of two-thirds (2/3) of those members of the National Board of Directors present and voting.
2. Matters requiring a vote by the National Executive Committee shall be approved by a majority of those present and voting.
3. Mail Ballots
a. The National Board of Directors may act by mail ballot, providing ballots, together with a brief description and rationale of the matter to be voted on, are mailed to each member of the Board. Ballots not returned within the period provided in the notice accompanying such ballot shall be counted as abstentions.
b. The National Executive Committee may act by mail ballot, providing ballots, together with a brief description and rationale of the matter to be voted on, are mailed to each member of the Committee. Ballots not returned within the period provided in the notice accompanying such ballot shall be counted as abstentions.
4. Subject to the provisions of the California Non-Profit Mutual Benefit Corporation Law, members entitled to vote at any meeting of the members shall be the fellow and regular members in good standing as of the record date determined under Section 21 of these bylaws.
Section 7. Report of the National Executive Committee
At every annual meeting of members, the National Executive Committee shall report to the National Board of Directors the state of the Association and present any business to be transacted, reviewed or decided.
Section 8. Report of the National Board of Directors
At every annual meeting of members, the National Board of Directors shall present to the members the financial statements and the report of the auditors as well as the auditors appointed for the ensuing year. In addition, the National Board of Directors may issue any proclamation, promulgation or transact any other special or general business that may be transacted, reviewed or decided.
Section 9. Business to be Conducted
No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.
Section 10. Polls
If at any meeting a poll is taken on the question of adjournment or termination, it shall be taken forthwith without adjournment. If a poll is demanded on any other question, it shall be taken by ballot in such manner and either at once or after adjournment as the National President directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Ad demand for a poll may be withdrawn.
Section 11. Manner of Casting Votes
Voting may be made by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins.
Section 12. Voting
Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.
Section 13. Approval by Majority Vote
If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote on any matter, shall be the act of the members, unless the vote of a greater number or voting by classes is required by the California Nonprofit Mutual Benefit Corporation Law or by the articles of incorporation.
Section 14. Waiver of Notice or Consent
The transaction of any member's meeting, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if;
a. a quorum is present either in person or by proxy, and
b. either before or after the meeting, each member entitled to vote, who is not present in person or by proxy, signs a written waiver of notice, a consent to holding of the meeting, or an approval of the minutes.
The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken, or proposed to be taken, for approval of any of those matters in Section 2, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made part of the minutes.
Section 15. Waiver by Attendance
A member's attendance at a meeting shall also constitute a waiver of notice of and presence at the meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.
Section 16. Action Without a Meeting
Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.
Section 17. Number of Votes and Approvals Required
Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including those ballots marked "withhold" or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals meets or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
Section 18. Revocation
A written ballot may not be revoked.
Section 19. Filing
All written ballots shall be filed with the secretary of the corporation and maintained in the corporate records for at least 5 years.
Section 20. Record Date for Notice, Voting, Written Ballots, and Other Actions
For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the board may fix, in advance, a record date. The record date so fixed
1. for notice of a meeting shall not be more than 90 or less than 10 days before the date of the meeting;
2. for voting at a meeting shall not be more than 60 days before the date of the meeting;
3. for voting by written ballot shall not be more than 60 days before the day on which the first written ballot is mailed or solicited; and
4. for any other action shall not be more than 60 days before the action.
Section 21. Record Date for Other Actions
If not otherwise fixed by the board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the board adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.
Section 22. Members of Record
For the purposes of Section 21, a person holding a membership at the close of business on the record date shall be a member of record.
Section 23. Proxies
Each person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member's attorney-in-fact.
Section 24. Form of Solicited Proxies
If the corporation has 100 or more members, any form of proxy distributed to 10 or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters and shall provide, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of directors, any form of proxy that a members marks "withhold," or marks otherwise in a matter indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.
Section 25. Subject of Proxy
Any revocable proxy covering matters for which a vote of the members is required, including amendments to the articles of incorporation; amendments to the articles or bylaws changing proxy rights; removal of directors without cause; filling vacancies on the board of directors; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all of the corporate assets unless the transaction is the usual and regular course of the corporation's activities; the principal terms of a merger or the amendment of a merger agreement; the election to dissolve the corporation; contracts or transactions between the corporation and one or more directors or between the corporation and an entity in which the director has a material financial interest; or a plan or distribution of assets other than money to members when the corporation is in the process of winding up, when the distribution is not in accordance with the liquidation rights of any class or classes, shall not be valid unless the proxy sets for the general nature of the matter to be voted on.
Section 26. Revocability of Proxies
A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect until (a) revoked by the member executing it before the vote is cast under that proxy, (I) by a writing delievered to the corporation stating that the proxy is revoked, (ii) by a subsequent proxy executed by that member and present to the meeting, or (iii) as to any meeting, by the member's personal attendance and voting at the meeting, or (b) written notice of death or incapacity of the maker of the proxy is received by the corporation before the vote under the proxy is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy shall be three years from the date of execution. The revocability of a proxy that states on its face that it is irrevocable shall be governed by California Corporations Code Section 7612.
ARTICLE VI
ASSOCIATION GOVERNMENT
Section 1. National Board of Directors (NBD)
The governing body of the Association shall be the NBD consisting of the following:
1. The National President
2. The National Vice- President
3. The National Secretary
4. The National Treasurer
5. The Regional Governors (see 4 below)
6. The Chapter Presidents (see 3 below)
7. The Immediate Five Past National Presidents
8. The Executive Director (Ex-officio without vote)
Unless precluded by other sections of the Bylaws and without limitations regarding other matters, the NBD shall have responsibility for the following matters, based on voting as prescribed in Article V, Section 5:
1. To prescribe and promulgate the rules and regulations for the admission of members and to act as the final approving body in matters of accreditation programs of the Association;
2. Review the NEC approved budget to ascertain that it is not a deficit budget and that a dues increase is not required in the current or next succeeding year. If either condition exists, the NBD may overturn the NEC budget by a two-thirds vote;
3. Establish dues schedules, annual fees and other charges for all classes of members, and the terms of payment thereof;
4. Adopt amendments of these Bylaws;
5. When required, elect the National President-elect, the National Vice-President-elect, the National Secretary-elect, the National Treasurer-elect and the variously nominated members of the National Executive Committee, as appropriate;
6. Confer Fellow status upon a regular member upon proper receipt of an application of an Association Chapter and formal recommendation of the NEC;
7. Any other powers prescribed by the California Corporations Code Section 7212 which are not delegable to a committee.
If a Chapter President is absent, the Chapter President-elect sits in his/her place and may vote. In the absence of both the Chapter President and the Chapter President-elect, the Chapter President may designate, in writing, the delegate for the chapter.
Meetings of the NBD shall be held at least annually on such date and at such time and place as may be designated by the National President. A quorum for an NBD meeting is 51% or thirty-five, whichever is smaller. The National President shall preside. In his/her absence, the officer to preside shall be determined in the following succession: National Vice-President, Regional Governors in alphabetical order by last name.
No act or proceeding by the NBD shall be invalid or ineffective by reason of the subsequent determination of any irregularity in regard to such act or proceeding or the qualification of such director or directors.
Retiring directors shall continue in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his or her successor is elected.
The office of officer or director shall be automatically vacated:
1. if a director has resigned his or her office by delivering a written resignation to the National Secretary of the Association;
2. if a director has been found by a court to be a mentally incompetent person or incapable of managing his or her affairs;
3. if a director has become bankrupt, a receiving order is made against him or her or makes an assignment under the Bankruptcy Laws of the United States.
4. if at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the members present at the meeting that a director be removed from office, provided that the notice for such meeting specified the intention to pass such a resolution at that meeting; or
5. upon death;
provided that if any vacancy shall occur for any reason contained is this paragraph, the NBD by majority vote may, by appointment, fill the vacancy with a member of the Association.
The first national officers and directors shall be appointed by the membership at the first meeting of the Association. Any first director or first officer who has not become a regular member of the Association before 180 days have elapsed from the date of appointment, shall have his/her office vacated.
Section 2. National Executive Committee (NEC)
The NEC acts for the NBD in implementing Association policy and administering the activities of the Association. The powers of the NEC shall include the ability to manage and oversee the affairs and activities of the Association. The NEC membership consists of the following members:
The National President
The National Vice-President
The National Secretary
The National Treasurer
The Immediate Past National President
Seven Members At-Large
Three of the seven members at-large shall be nominated by the National President. Each year the National President shall nominate one person for a three year term. The Presidents-elect should give consideration to the geographic and demographic profile of the membership in making a nomination.
Four of the seven members at-large shall be nominated by the Regional Governors (those persons serving as Regional Governors for the current year). Each position is for three years, but the terms will be staggered so that one region will nominate one person one year, another region will nominate a person the next year, and so forth. The regions shall nominate in alphabetical order by region name.
The NEC shall act as the final body in matters of member discipline.
The National Secretary and/or the National Treasurer may not be a member of the NEC in another capacity.
Additional nominations may be made from the floor, but the nominees must have indicated their approval and that of their agencies. The NBD confirms the members-at-large to the NEC.
The NEC shall meet at least quarterly at the call of the National President or a majority of the members of the NEC. A quorum for the NEC meetings is six persons.
The National President shall preside at duly convened meetings of the NEC. In his/her absence the officer to preside shall be determined in the following succession: National Vice-President and the Immediate Past National President.
The NEC acts for the NBD to implement policies of an operational nature. The NEC shall review all actions and programs of the National Boards, Committees and Task Forces. They may require a National Board Committee or Task Force to appear before them at appropriate times. The NEC may appoint such other officers and agents as they shall deem necessary and who shall have such authority and shall perform such duties as may from time to time be prescribed by the NEC.
The NEC shall appoint the Executive Director, authorize the size and function of staff, and determine salary and benefits of the paid staff of the Association.
The NEC shall approve the annual budget and any revisions thereof in excess of 10 percent of any major budget category.
If the National President is not in favor of a decision of the NEC, he/she may appeal it to the NBD.
Any first member of the NEC who has not become a regular member of the Association before 180 days have elapsed from the date of appointment, shall have his/her position vacated.
It shall be the duty of every member of the NEC who is in any way, whether directly or indirectly, interested in a contract or arrangement with the Association to declare such interest and refrain from voting in respect of the contract or arrangement or proposed contract or arrangement.
The NEC may, from time to time, on behalf of the Association:
1. Borrow from a chartered financial institution or other recognized lending institution such money as the NEC deems advisable in connection with the Association or apply thereto for a line of credit, with authority to execute and deliver such security as may be required for such borrowing or line of credit.
2. For the purpose of securing repayment of money so borrowed, to hypothecate, mortgage or pledge part or all of the real or personal property of the Association, in such manner and upon such terms as the NEC deems advisable; and
3. Use the Association seal, when required to be affixed to deeds, transfers, assignments, contracts, obligations, documents and instruments in writing by any NEC member or person or persons appointed by resolution of the NEC.
4. Sign contracts, documents or any instrument in writing requiring the signature of the Association and having been approved by the NEC. Documents so signed shall be binding upon the Association without any further authorization or formality. The NEC shall have the power, from time to time, by resolution to appoint an officer or officers on behalf of the Association to sign specific contracts, documents and instruments in writing. The NEC may give the Association's power of attorney to any registered dealer in securities for the purposes of the transferring of, and dealing with, any stocks, bonds, and other securities of the Association. The seal of the Association when required may be affixed to contacts, documents and instruments in writing signed as aforesaid or by any officer or officer appointed by resolution of the NEC or NBD.
5. To authorize expenditures on behalf of the Association from time to time and to delegate, by resolution, to an officer or officers of the Association, the right to employ and pay salaries to employees;
6. Exercise all such other powers and do all such other acts and things as the Association is, by its Corporate standing, otherwise authorized to do.
Section 3. Board of Regents
The Board of Regents shall consist of seven (7) fellow or regular members. Members of the Board of Regents are appointed by the NEC and ratified by the NBD. Regents serve a single term of office consisting of three (3) years. Regents having served may not be reappointed or serve subsequent terms on the Board of Regents.
The powers of the Board of Regents shall be to determine the minimum standards of education, knowledge and experience required of each member and applicant for designation as a Certified Fraud Specialist, having regard to the objects and purposes of the Association and the professional diversity of its members. Such standards require ratification by the NBD at the annual member meeting. The Board of Regents shall coordinate with the Professional Standards and Admissions Committee who shall be responsible for administering those standards
The powers of the Board of Regents shall also include determining the continuing professional education requirements of Certified Fraud Specialists, having regard to the objects and purposes of the Association and the professional diversity of its members. The Board of Regents shall coordinate with the Education and Curriculum Committee who shall be responsible for organizing, or causing to be organized, such seminars, courses, training sessions, lectures, dinner meetings, conferences and other education and training events for the purpose of promoting and facilitating the continuing professional education of Certified Fraud Specialists, members and the public.
Section 4. Regional Governors
The Regional Governors shall consist of seven (7) fellow or regular members with one Regional Governor representing each of the seven (7) Association regions. Regional Governors are part of the National Presidential Succession, as referenced in Article VIII, Section 6, and shall be responsible for developing and maintaining a working knowledge of the Association's Policies, Rules and Regulations, By-Laws and the Association's objects and purposes.
Regional Governor's shall serve as the primary regional resource that chapter officers, directors and members refer to for guidance. Regional Governor's, having regard for the objects and purposes of the Association, shall co-ordinate with each other, and the National President, to insure consistency in the implementation of the Association's Policies, Rules and Regulations, By-Laws, objects and purposes. The powers of the Regional Governor's shall be to represent the Association within a given geographic region and shall be subordinate only to the National President, the NEC or the NBD. Any issue arising out of a Regional Governor's decisions or directives may be appealed, by Chapters, to the National President who may, as the Chief Executive Office of the Association, set aside or amend any decision's or directives set forth by Regional Governors.
Section 5. Chapter Government
Each chapter shall adopt its own bylaws and establish its governing body. While some flexibility is envisioned, chapter bylaws shall follow the basic precepts in the sample Chapter By-Laws promulgated by the NEC. Chapters shall insure that a copy of their current bylaws is on file at the Associations National Office.
Any amendments to chapter bylaws shall be provided to the Association's National Office as soon as possible after ratification by the chapter membership. Chapter by-laws, and any related amendments, require NEC written approval before implementation by a Chapter.
Section 6. Remuneration
The Association's National Board of Directors, the members of the National Executive Committee and members of the Boards of Directors of each chapter shall serve as such without remuneration and shall not directly or indirectly receive any profit from his or her position as such; provided that said individual may be paid out-of-pocket expenses incurred in the performance of his or her official duties as evidenced by receipts. Nothing herein contained shall be construed to preclude any director from serving the Association as an officer or in any other capacity and receiving compensation therefor.
Section 7. Minutes
The minutes of the NBD and NEC shall not be available to the general membership of the Association but shall be available to the members of the NBD and NEC, each of whom shall receive a copy of such minutes.
The minutes of any Association chapter's Board of Directors shall not be available to the general membership of the Association or to the general membership of the respective chapter but shall be available to the members of that Board of Directors, each of whom shall receive a copy of such minutes. The minutes of the Board of Directors of any Association Chapter shall be provided to the NEC if requested, in writing, by the National President or National Vice-President.
ARTICLE VII
OFFICERS AND PROFESSIONAL PERSONNEL
Section 1. National Office
The National Officers of the Association shall be the National President, the National Vice-President, the Immediate Past National President, the National Secretary, the National Treasurer and the Regional Governors. There shall be a full time Executive Director when, and if, appointed by the NEC.
The President shall be the prior year's President-elect and shall serve for a two-year term in addition to any period in which he/she filled a vacancy in the office. The Secretary shall be the prior year's Secretary-elect and shall serve for a two-year term in addition to any period in which he/she filled a vacancy in the office. The Treasurer shall be the prior year's Treasurer-elect and shall serve for a two-year term in addition to any period in which he/she filled a vacancy in the office. A Regional Governor shall be the previous year's Regional Governor-elect and shall serve a two-year term in addition to any period in which he/she filled a vacancy in the office.
National officers shall be elected semi-annually for a two-year term as provided in this article.
There shall be one Regional Governor and one Regional Governor-elect for each region.
The Executive Director shall act as the chief executive officer of the Association, shall have the general and active management of the affairs of the Association and shall be responsible for its administration. He/she shall perform all administrative and management duties for the Association and shall liaison with universities and colleges, recruitment of qualified individuals, reporting to the NEC on operational issues, formulation of training and educational programs for the Association's members, development and review of the examination and waiver process, preparation of the financial projections and statement, and monitoring of membership activity to ensure that members educational credits are current. The Executive Director shall see to it that the decisions of the NEC are carried out and that all orders and resolutions by the National Board of Directors, which supersede the NEC, are carried into effect.
In the event that no Executive Director is appointed by the NEC, and at all times when the office of Executive Director is vacant, the National President shall have the general and active management of the affairs of the Association.
Persons serving as National President, National Secretary, National Treasurer, and Regional Governor may not serve concurrently in any other elective national office of the Association, except the NEC.
In the National Presidential succession (Immediate Past National President, National President and National President-elect) the National President should not be from the same region more than two (2) successive terms. This limitation, under the constraints of the Bylaws, automatically extends to the offices of Immediate Past National President and National President-elect. This succession requirement is void only if no candidates from other regions is available.
The National Secretary will not be a part of the succession to the National Presidency. The National Secretary will serve as Chair of the By-Laws and Procedures Committee.
The National Treasurer will not be a part of the succession to the National Presidency. The National Treasurer will serve as Chair of the Finance and Budget Committee.
The National President shall be vested with all the powers of the Chief Executive Office of the Association and the NEC may delegate part of the National President's duties to the Executive Director and empower the Executive Director to act with the National Presidents authority. The National President shall preside at all meetings of the Association, the National Board of Directors and the National Executive Committee.
The National Vice-President shall be vested with all the powers, and shall perform all the duties of the National President, in the absence, inability or refusal to act of the National President. The National Vice-President shall possess and exercise such other powers and duties as may from time to time be assigned to him/her by the National Executive Committee.
The National Secretary may be empowered by the NEC to carry out the affairs of the Association under the supervision of the NEC and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He/she shall give or cause to be given notice of all meetings to members of the Association, and of the NEC, and of the NBD, and shall perform such other duties as may be prescribed by the NEC, the NBD or the National President under whose supervision he/she shall be. The National Secretary shall be custodian of the seal of the Association which he/she shall deliver only when authorized by the NEC or the NBD to do so and to such person or persons as may be named.
The National Treasurer shall have the custody of the funds and securities of the Association and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Association in the books belonging to the Association and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Association in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities, as may be designated by the NEC from time to time. He/she shall disburse the funds of the Association as may be directed by proper authority taking proper vouchers for such disbursements, and shall render an accounting of all transactions, statements of financial position, results of operations and changes in financial position of the Association to the NEC.
Other officers shall perform such duties, possess such terms of office and be vested with such powers as the terms of their engagement with the NEC calls for, or the NBD requires of them.
Section 2. Chapters
Chapter officers shall consist of a President, a Vice-President, a Secretary, a Treasurer and such Directors-at-Large as the chapter membership decides pursuant to Section 6(c) of the Association Rules and Regulations. Chapter officers are automatically members of the Chapter Board of Directors.
ARTICLE VIII
NOMINATION, ELECTION AND FILLING OF VACANCIES FOR OFFICERS
Section 1. Nominations
Each Association Chapter may nominate one candidate for the national positions of National President-elect, National Vice President-Elect, National Secretary-elect, National Treasurer-elect and the regional position of Regional Governor-elect for the nominating chapters region.
The Nominating Committee shall select from the names submitted to it by the chapter(s) one candidate each for the offices of National President-elect, National Vice President-Elect, National Secretary-elect, National Treasurer-elect and one Regional Governor-elect candidate for each region of the Association. All nominations must be made not later than January 31 of the current officers second year in office.
Any 350 voting members of the Association (with at least 50 from each of seven regions) may submit an independent nomination for National President-elect, National Vice-President-elect, National Secretary-elect or National Treasurer-elect.
One tenth or fifty (whichever is less) of the voting members of a region may submit an independent nomination for Regional Governor-elect, providing that there are at least five members from each of at least three chapters in the region. Such nominations, which will be included on the ballot, must reflect the willingness of the individual to serve and be filed with the Executive Director, or the National President, by February 15 of any year.
Section 2. Eligibility
To be eligible to hold office as National President-elect of the Association, a member must be a fellow or regular member in good standing and have held office as a National Vice-President, National Secretary, National Treasurer or Regional Governor for at least one complete year at the date of nomination.
To be eligible to hold office as National Vice-President-elect, National Secretary-elect or National Treasurer-elect in the Association, a member must be a fellow or full member in good standing and have held office as a president in a chapter, for at least one complete year at the date of nomination.
To be eligible to hold office as Regional Governor-elect in the Association, a member must be a fellow or full member in good standing and have held office as an officer or director in a chapter, for at least one complete year at the date of nomination.
Neither the National President nor the National Treasurer may succeed themselves by election for more than one term, unless such a person is filling the unexpired term of another duly elected officer, nor shall a Regional Governor hold office more that two consecutive terms.
The National Nominating Committee will ensure that the professional background of both the Treasurer and the Treasurer-elect is commensurate with the duties of these positions.
To be eligible to hold chapter office, the candidate must be a fellow or regular member in good standing with both the Association and a local chapter.
Section 3. Campaigning
Campaigning by candidates for elective office is not permitted. Campaigning for the purposes of this section is defined as an organized or planned action, or series of actions, for the particular purpose of electing a candidate to office.
Section 4. Balloting
When there is a contest for an elective office, ballots will be prepared in such form as the Bylaws and Procedures Committee may designate, and distributed to all full members in good standing for balloting.
If an election for Regional Governor(s) is required, the fellow and regular members in good standing in the affected region will cast the ballots.
Section 5. Election Results
Results of elections shall be tabulated as designated by the Bylaws and Procedures Committee, which shall certify the results to the President no later than June 10. When there is not a contest for an elective office, the Bylaws and Procedures Committee shall certify the election to the President without ballot.
Section 6. Filling of Vacancies
In the event of a vacancy occurring in the office of National President, the National Vice-President will succeed, followed by a Regional Governor in alphabetical order by last name.
In the event of a vacancy occurring in the office of National Secretary, the National Secretary-elect will succeed to the office of Secretary.
In the event of a vacancy occurring in the office of National Treasurer, the National Treasurer-elect will succeed to the office of National Treasurer.
In the event of a vacancy occurring in the office of Regional Governor, the Regional Governor-elect will succeed, followed by an appointment by the National President whose appointment shall be ratified by the Chapter Presidents in the region.
In the event of a vacancy in the office of President-elect, the Treasurer-elect or Regional Vice President-elect, the offices will remain vacant for the term.
In the event of a vacancy occurring in a member-at-large position on the NEC before the term is completed, the National President shall appoint a member to serve the unexpired term whose appointment shall not require ratification. The current National Nominating Committee, with input from the chapter presidents in the region that has a vacancy, will recommend to the National President NEC an individual from the same region.
ARTICLE IX
COMMITTEES AND TASK FORCES
Section 1. Formation
The National President, upon ratification by the National Executive Committee, may establish such Committees and Task Forces as may be needed to assist the National Board of Directors, the National Executive Committee and the National President in carrying out the programs and operations of the Association.
Section 2. Membership
The number of members comprising Committees and Task Forces shall be determined by the scope, responsibility and work assigned. All committees should be composed of at least one (1) director of the Association. The National President shall determine the number of persons to be assigned to each Committee or Task Force each of whom shall serve for one year. All members of a Committee or Task Force must be in good standing with the Association and the members respective chapter.
Section 3. Appointment
The National President shall appoint the Chair and, in consultation with the Chair, appoint the members ensuring that the Committees and Task Forces, taken as a whole, are representative of the Association membership.
For the national nominating committee, the National President shall appoint two Past National Presidents, who are not the Immediate Past National President, to serve on the Nominating Committee. The Immediate Past Regional Governors in each region shall select from among their number one member of the Nominating Committee. The Immediate Past National President shall chair the Nominating Committee. The Nominating Committee shall consist of three Past National Presidents, including the Immediate Past National President, and four Immediate Past Regional Governors. The immediate Past Regional Governors shall each be from different Association regions and appointment of immediate Past Regional Governor to positions on the National Nominating Committee shall rotate among the regions in alphabetical order by region name.
If there is no individual(s) meeting the description(s) available and willing to serve on the National Nominating Committee, the National President shall nominate individuals for appointment to the National Nominating Committee. Individuals so nominated must be ratified by the members of the NEC.
Section 4. Meetings
The committees may meet for the transaction of business, adjourn or otherwise regulate their meetings in the manner which they decide, provided that two (2) members of a committee shall constitute a quorum thereof for the transaction of business. Questions arising at any meeting of a committee shall be decided by a majority of votes and in the case of an equality of votes, the Chairperson shall not have a second or casting vote.
Section 5. Remuneration
The members of committees shall not be entitled to remuneration for their services as members of a committee.
Section 6. By-Laws and Procedures Committee
The Secretary will be designated as the Chair of the By-Laws and Procedures Committee.
Section 7. Finance and Budget Committee
The Treasurer will be designated as the Chair of the Finance and Budget Committee. Chair assignments shall be ratified by the National Executive Committee.
Section 8. National Nominations Committee
The National Nominations Committee shall propose candidates for all officer vacancies to the National Board of Directors prior to the Annual Meeting. In the exercise of its function, the Nominating Committee shall take into account the national character and diversity of the Association and the broad professional backgrounds of its members.
Section 9. Education and Curriculum Committee
The Education and Curriculum Committee shall apply the minimum standards of education and knowledge required for each class of member and seek to develop, provide, organize or cause to be organized such seminars, coursed, training sessions, lectures, dinner meetings, conferences and other education and training events and programs of the purpose of promoting and facilitating the continuing professional education of Certified Fraud Specialists, members, and the public.
The Committee shall seek creation of programs designed to develop interested professionals into Certified Fraud Specialists and shall coordinate educational activities with the Professional Standards and Admissions Committee to develop, and apply, appropriate standards and examinations.
Section 10. Ethics Committee
The Ethics Committee shall review complaints against members and shall periodically review the conduct and activities of members in order to ensure that such conduct and activities are not inconsistent or contrary to the By-Laws, Rules and Regulations, the Code of Ethics of the Association or statute.
Where conduct or activities are found to be contrary to any of the above, or where the member's conduct or activities are of a nature likely to bring the Association into dishonor or disrepute, the Committee may recommend to the NEC, and the NEC may upon the Committee's recommendation suspend or revoke the rights and privileges of any member, including the member's CFS designation, or may impose such sanctions as it may deem just in the circumstances and consistent with the objects of the Association.
Section 11. Professional Liaison and Government Relations Committee
The Professional Liaison and Government Relations Committee shall liaise with government, related business's, professional associations and academic institutions to create and maintain a high level of interest in the Associations's activities, it's benefits and the benefits of the Certified Fraud Specialist Designation. The Committee shall, where feasible, and within the laws, rules and regulations affecting the Association, pursue linkages between the Association and Government, business, professional associations and academic institutions and engage in such promotions, both jointly and severally, in furtherance of the objects of the Association. The Committee shall, wherever possible, initiate and cause to be initiated actions designed to protect the Association, the CFS Designation and the Association's trade-marks, trade-names and other intellectual property.
Section 12. Professional Standards and Admissions Committee
The Professional Standards and Admissions Committee shall review, investigate and process every application for membership and CFS Designation submitted to the Association and shall formulate and administer the Entrance Examination to applicants for the CFS Designation.
The Committee shall apply in its endeavors the standards of education, knowledge and experience required of each member and Certified Fraud Specialist as established by the Board of Regents and having regard to the objects of the Association.
Upon being satisfied that the application of an individual for membership or CFS Designation meets or exceeds the requirements stated in these By-Laws or the Rules and Regulations of the Association, the Committee shall recommend to the NEC that the individual be admitted into membership or be granted the CFS Designation.
The Committee may also recommend to the NEC the revocation of membership or certification where such members do not maintain the standards of the Association set out in the Rules and Regulations and herein.
Applicants for membership or the CFS Designation, whose applications are refused have the right to appeal their refusal to the NEC, and the NEC may consider such appeal and render such final determination as the NEC deems just having regard to the Associations By-Laws, Rules and Regulations and statues and the facts and circumstances of the application.
Section 13. Terms of Office
Members of Committees, except the Nominating Committee, shall be appointed for three years. The terms shall be such that one-third (1/3) of the membership shall be appointed each year.
Each member of a Committee or Task Force shall be reconfirmed annually and receive a letter from the National President, or the National President's designee confirming their continued appointment. Nominating Committee members will serve two-year terms. Members of Task Forces shall be appointed for the duration of the Task Force.
Section 14. Responsibilities
The responsibilities of all Committees shall be those specified in these Bylaws and stated in the Policies and Procedures adopted by the NEC.
Section 15. Limits on Authority
No Committee or any member thereof shall make or purport to make any contract, agreement, understanding or otherwise in the name of or incur any liability of obligation on behalf of the Association other than as prescribed from time to time by the NEC. Any rule or regulation which purposed to be binding upon the members made by any Committee must be ratified and confirmed by the NEC prior to implementation, and must be ratified and confirmed by the NBD within twelve (12) months of the effective date of such rule or regulation.
ARTICLE X
CHAPTERS
Section 1. Organization of New Chapters
Local Association chapters are established by a charter, conferred by the National Executive Committee. Names of chapters are subject to requests to the NEC, however, chapter numbers are issued in order of application approval.
Any group of individuals including at least 10 persons who are fellow or regular members, as provided in these Bylaws, who work or reside in any location of the world not conveniently served by an existing chapter, may petition the National Executive Committee for a charter to form a new chapter.
Upon review and approval by the National Executive Committee, a charter may be granted to the new chapter. Each chapter will be issued a unique charter number and, if approved, the requested chapter name or designation. Chapters will also be assigned specific geographic boundaries and those Association members in that geographic area. The NEC may from time to time adjust these boundaries and will consider any written request or position, prepared by a Chapter's Board of Directors, at the time of establishment or adjustment.
Section 2. Organization Costs
The Association may provide funds to assist in the organization of new Chapters in such amounts as may be determined by resolution of the NEC. A Chapter Board of Directors may apply to the NEC for a one-time grant to assist with the organization of the Chapter and the NEC may grant such payment in their absolute and unfettered discretion.
Section 3. Chapter Purpose
Chapter(s) shall coordinate and represent the Association's interests locally and provide an active, visible presence in the local community. This presence shall primarily consist of providing a strong, active mechanism whereby fraud specialists and concerned professionals may interact and network.
Chapter(s) shall, in coordination with the Association, organize membership recruitment within their geographic area, organize and coordinate member training and education within their geographic area, organize and coordinate fund-raising efforts within their geographic area and assist in the publication of the Association's national newsletter by providing newsworthy items of local interest.
Of primary importance is the provision of the most cost effective, highest quality training to Association members assigned to the Chapter and to local professionals faced with fraud training requirements. Chapters shall make a substantial outreach effort to the public in their local communities.
A Chapter's active, visible presence in the local community may include, but is not limited to, providing pro-bono work for local citizens of citizen groups, assisting local law enforcement, etc.
Section 4. Charter Revocation
The National Executive Committee, upon the recommendation of the appropriate National Committee, shall have the right to revoke the charter of any Chapter under the following conditions:
1. If active membership in the Chapter falls below ten (10).
2. If Chapter activities do not conform to the objectives of the Association, as set forth by these Bylaws.
3. If Chapter Bylaws are not consistent with these Bylaws.
4. If the Chapter becomes inactive.
5. If three-quarters (3/4) of the Chapter's members request such action.
Section 5. Chapter Requirements
Chapter requirements are set forth in the Policies and Procedures of the Association.
Section 6. Governance
Each Chapter shall adopt its own Bylaws, and establish its governing body, which shall be consistent with the precepts prescribed in these Bylaws. Chapter Bylaw provisions that are inconsistent with these Bylaws and are not changed upon notification from the appropriate National Committee or the National Executive Committee may subject the Chapter to the revocation of its charter.
Section 7. Dues
Each Chapter may assess, and collect dues in addition to the national dues paid by each member. However, such assessments must be submitted, in writing, together with justification, to the NEC, and be approved by the NEC, in writing, prior to implementation.
Section 8. Revenues
All Association members will be assigned to the chapter nearest to the member geographically. Of the dues paid to the Association by each member, a portion will be directed to the chapter to which the Association member has been assigned.
Additionally, Association chapters may assess, and collect, special assessments from chapter members. However, such assessments must be submitted, in writing, together with justification, to the NEC, and be approved by the NEC, in writing, prior to implementation.
At the end of each fiscal year, all chapter funds in excess of $30,000 shall be remitted to the national office of the Association for re-direction by the NEC.
Section 9. Financial Statements
Chapter Boards shall prepare or cause to be prepared, and present to the NEC, on an annual basis, financial statements for the past January 1 to December 31 fiscal year, and pro forma financial statements for the upcoming fiscal year. The financial statements shall include:
1. a budget for the upcoming year;
2. a statement of income and expenses;
3. a balance sheet, and;
4. a statement of changes in financial position.
ARTICLE XI
REGIONS
Association Chapters are clustered geographically into organizational units called Regions. The size and geographic boundaries of the various Regions may be adjusted by the NEC to become effective at the beginning of the Association fiscal year.
ARTICLE XII
FISCAL YEAR
The fiscal year of the Association, and all Association Chapters, shall end at the close of business on the thirty-first day of December each year.
ARTICLE XIII
FINANCIAL RESPONSIBILITIES
Section 1. Authority
The National Executive Committee shall have authority to prescribe such procedures as it deems appropriate to assure adequate budgetary and financial controls for the Association.
Section 2. Budget
Management of the execution of the Association budget is the responsibility of the Executive Director. In absence of an Executive Director, management of the execution of the Association budget is the responsibility of the National President.
Approval of the budget by the National Executive Committee shall constitute authority for the Executive Director to obligate funds as provided in the budget. However, no commitment shall be made that will cause the pertinent category expense in the budget to be exceeded by more than 10 percent (10%), unless this expense has the advance approval of the National Executive Committee.
ARTICLE XIV
AGENTS AND EMPLOYEES
Section 1. Appointment
The National Board of Directors or the National Executive Committee shall have authority to appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed at the time of appointment.
Section 2. Remuneration
A reasonable remuneration for all officers, agents and employees and committee members shall be fixed by NEC resolution. Such resolution shall have full force and effect only until the next meeting of the National Board of Directors when such resolution shall be confirmed by resolution of the NBD, or in the absence of such confirmation, then the remuneration to such officers, agents or employees and committee member shall cease to be payable from the date of such meeting of the NBD.
ARTICLE XV
DISSOLUTION
In the event of liquidation, dissolution or winding up of the business and affairs of an Association Chapter, whether voluntary or involuntary or by operation of law, the Board of Directors of the affected chapter shall, after paying or making provisions for payment of all liabilities of the chapter, make provision for the transfer of all assets to the national office of the Association.
In the event of liquidation, dissolution or winding up of the business and affairs of the corporation Association of Certified Fraud Specialists of the United States, whether voluntary or involuntary or by operation of law, the National Board of Directors shall, after paying or making provisions for payment of all liabilities of the corporation, dispose of all assets exclusively for the purpose of the corporation or to such corporation or organization as shall at the time qualify as exempt under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future Internal Revenue Law), in such manner as the National Board of Directors shall determine. Any assets not so distributed shall be disposed of by the United States District Court for the District of Eastern California exclusively for such purposes or to such corporations or organizations as said court shall determine are organized and operated solely for public purpose.
ARTICLE XVI
BOOKS AND RECORDS
Section 1. Records Keeping
The NEC shall see that all necessary books and records of the Association required by the By-Laws, or any applicable statues or law, are regularly and properly kept. The corporation shall keep (1) adequate and correct books of accounts; (2) written minutes of the proceedings of its members, board, and committees of the board; and (3) a record of such members name, address, and class of membership. Records of the corporation shall be maintained with the corporate secretary or at the principal place of business.
Section 2. Members' Inspection Rights
Subject to Division 2, part 3, Chapter 13, Article 3 (commencing at Section 8330 of the California Corporations Code) and unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member:
1. Inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five days' prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested; or
2. Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary of the corporation shall make the list available to the member on or before the later of ten days after (I) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled.
The corporation may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to, or a copy of, the membership list.
Any inspection and copying under this Section may be made in person or by the member's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation.
ARTICLE XVII
RULES AND REGULATIONS
The National Executive Committee may prescribe such rules and regulations not inconsistent with these By-Laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next meeting of the National Board of Directors when they shall be confirmed, and failing such confirmation at such meeting, shall at and from that time cease to have any force and effect.
ARTICLE XVIII
PARLIAMENTARY AUTHORITY
Robert's Rules of Order, Newly Revised, shall govern the proceedings of the Association unless otherwise provided by statute, the Articles or these Bylaws.
ARTICLE XIX
AMENDMENTS
Section 1. General
The power to make, alter, amend or repeal the Bylaws shall be vested in the National Board of Directors. The by-laws may be repealed or amended by a majority of the directors at a meeting of the National Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law.
The power to make, alter, amend or repeal the Policies and Procedures is vested in the National Executive Committee, provided that any such action of the National Executive Committee can be overturned by a two-thirds (2/3) vote of the National Board of Directors.
Section 2. Origination of Bylaws and Policies and Procedures Amendments
Proposed changes in these Bylaws and the Policies and Procedures of the Association shall be submitted in the following manner:
1. By proposal, in writing, to the National President, from any member of the NEC;
2. By proposal, in writing, to the Executive Director or National President, from any National Committee;
3. By proposal, in writing, to the Executive Director or National President, signed by thirty-five (35) percent of the National Board of Directors;
4. By proposal, in writing, to the Executive Director or National President from a Chapter as a unit.
ARTICLE XX
LIABILITY OF OFFICERS AND INDEMNIFICATION
Section 1. Right to Indemnification
To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Section 7237 of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgements, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses" as used in this By-Law, shall have the same meaning as in Section 7237(a) of the California Corporations Code.
Section 2. Approval of Indemnity
On written request to the board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporations Code, the board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or 7237(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
Section 3. Advancement of Expenses
To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 and 2 of these bylaws in defending any proceeding covered by those Sections shall be advanced by the corporation before final dispostion of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
Section 4. Insurance
The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or other agent in such a capacity or arising out of the officer's, directors, employee's, or agent's status as such.
ARTICLE XXI
CONSTRUCTION AND DEFINITIONS
Unless the contact requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine, the singular includes the plural and the plural includes the singular, and the term "person" includes both a legal entity and a natural person.
ARTICLE XXII
BY-LAW EFFECTIVE DATE
This By-Law comes into force upon confirmation by the voting members of the Corporation which comprises the Association and in accordance with the laws of the State of California. |
Bylaws 